UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act Of 1934
Strayer Education, Inc.
-----------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
863236105
---------
(CUSIP Number)
Charles Ayres with copies to:
DB Capital Partners, Inc. Oliver C. Brahmst, Esq.
130 Liberty Street White & Case LLP
New York, NY 10006 1155 Avenue of the Americas
212-250-2500 New York, NY 10036
212-819-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15 , 2001
--------------------
(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 this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d(f) or 13d-1(g), check the following box
|_|.
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CUSIP No. 863236105 Schedule 13D/A Page 2 of 20 Pages
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Taunus Corporation I.R.S. Identification No. 13-4060471
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) \X\
(b) \_\
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED \_\
PURSUANT TO ITEMS 2(d) or 2(e)
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
------- ------------------------------------
8 SHARED VOTING POWER
6,769,331
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
6,769,331
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,769,331
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES \_\
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- -----------------------------------------------------------------------
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DB Capital Partners, Inc. I.R.S. Identification No. 13-2725387
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) \X\
(b) \_\
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) \_\
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
------- ------------------------------------
8 SHARED VOTING POWER
6,769,231
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
6,769,231
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,769,231
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES \_\
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- -----------------------------------------------------------------------
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DB Capital Partners, L.P. I.R.S. Identification No. 52-2046858
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) \X\
(b) \_\
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) \_\
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
------- ------------------------------------
8 SHARED VOTING POWER
6,769,231
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
6,769,231
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,769,231
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES \_\
CERTAIN SHARES
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------- -----------------------------------------------------------------------
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DB Capital Investors, L.P. I.R.S. Identification No. 52-2046859
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) \X\
(b) \_\
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS \_\
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
------- ------------------------------------
8 SHARED VOTING POWER
6,769,231
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
6,769,231
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,769,231
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES \_\
CERTAIN SHARES
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------- -----------------------------------------------------------------------
SCHEDULE 13D/A
Strayer Education, Inc.
Item 1. Security and Issuer
The response to this item set forth in the Schedule 13D filed on March
26, 2001 is incorporated herein by reference as if set forth in this amendment
in its entirety.
Item 2. Identity and Background
The response to this item set forth in the Schedule 13D filed on March
26, 2001 is incorporated herein by reference as if set forth in this amendment
in its entirety.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following below the penultimate
paragraph thereof:
"On or prior to May 15, 2001 (the "Closing Date"), the conditions
to the Closing under the terms of the Preferred Stock Purchase
Agreement were satisfied and pursuant thereto:
(i) the Irrevocable Proxy, pursuant to the terms thereof,
terminated and ceased to have any further force or effect;
(ii) the rights granted to the Purchasers under the Support and
Option Agreement to require the Bailey Stockholder to tender, upon the
request of the Purchasers, 7,175,000 shares of Common Stock, pursuant
to the terms thereof, terminated;
(iii) the Option became exercisable; and
(iv) the Company issued and delivered certificates to DBCI and
New Mountain representing 1,346,154 and 4,423,077 shares of the
Preferred Stock, respectively, which shares of Preferred Stock are
initially convertible into 1,346,154 and 4,423,077 shares of Common
Stock, respectively."
Item 3 is hereby further amended by deleting the last paragraph
thereof in its entirety and by replacing it with the following:
"The source of funds used by DBCI to purchase the Preferred Stock and
the Option was working capital of DBCI."
Item 4. Purpose of the Transaction
Item 4 is hereby amended by deleting the penultimate sentence of the
fourth paragraph thereof, in its entirety.
Item 4 is hereby amended by adding the following before the
penultimate paragraph thereof:
"On April 30, 2001, the Bailey Stockholders pursuant to the Support
and Option Agreement, tendered 7,175,000 shares (the "Tendered Shares") of
Common Stock owned by them into the Offer, all of which Tendered Shares were
accepted by the Company.
On the Closing Date, pursuant to the terms of the Preferred Stock
Purchase Agreement:
(i) the Company completed the Offer on the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 17,
2001 and in the related Letter of Transmittal, dated as of April 17,
2001, which were filed by the Company as Exhibits (a)(1)(A) and
(a)(1)(B), respectively, to Schedule TO filed by the Company with the
SEC on April 17, 2001 and are incorporated herein by reference (SEC
file number 005-48233);
(ii) the Purchasers and the Company executed a Registration
Rights Agreement (the "Registration Rights Agreement"), dated as the
Closing Date, the form of which is attached as Exhibit 10.02 to the
Current Report on Form 8-K filed by the Company with the SEC on
December 8, 2000 (SEC file number 000-21039) and is incorporated
herein by reference. The Registration Rights Agreement grants to the
Purchasers and their respective affiliates (the "Covered Holders") the
right on not more than two occasions to require the Company to
register for offer and sale under the Securities Act of 1933 all or a
portion of the Preferred Stock and/or Common Stock received upon
conversion thereof or purchased upon exercise of the Option
(collectively, the "Registrable Securities"). Additionally, a majority
of the Covered Holders may request on two occasions in any calendar
year that the Company effect a shelf registration covering all or a
portion of the Registrable Securities then outstanding, if the Company
is so eligible to file a shelf registration statement. The Covered
Holders also have the right, subject to certain limitations, to
request that the Company include their respective Registrable
Securities in a registration undertaken by the Company for its own
behalf or on behalf of any of its other stockholders. All requests for
registration are subject to customary terms and conditions. The
Company has agreed to pay all registration expenses incurred by it in
connection with the exercise of registration rights by the Covered
Holders;
(iii) pursuant to the terms of the Support and Option Agreement,
the Option became exercisable;
(iv) the Company filed a charter amendment and the Articles
Supplementary with the State Department of Assessments and Taxation of
Maryland on the Closing Date; and
(v) the Company issued and delivered certificates to DBCI and New
Mountain representing 1,346,154 and 4,423,077 shares of the Preferred
Stock, respectively, which shares of the Preferred Stock are initially
convertible into 1,346,154 and 4,423,077 shares of Common Stock,
respectively.
Under the Articles Supplementary the holders of the Preferred Stock
have the right to elect (w) at least one half of the members of the Board of
Directors for so long as at least 90% of the votes that can be cast by the
holders of the Preferred Stock on the Closing Date remain outstanding, (x) at
least 40% of the members of the Board of Directors for so long as at least 50%
of the votes that can be cast by the Preferred Stock on the Closing Date remain
outstanding, (y) at least 25% of the members of the Board of Directors for so
long as at least 25% of the votes that can be cast by the holders of the
Preferred Stock on the Closing Date remain outstanding, or (z) at least one
member of the Board of Directors for so long as at least 10% of the votes that
can be cast by the holders of the Preferred Stock on the Closing Date remain
outstanding. As discussed above, the Purchasers have, pursuant to the
Shareholders Agreement, agreed as to how such rights to elect members of the
Board of Directors will be allocated between themselves. Additionally, as long
as clause (w) or (x) above is satisfied, the Company shall not, and shall not
permit any of its subsidiaries to, without the consent of a majority of the
directors elected by the holders of the Preferred Stock, effect or validate any
of the following:
(i) any authorization or issuance, reclassification, repurchase,
redemption or other acquisition of any of its equity securities or any
rights, warrants, options or other securities exercisable for,
convertible into or otherwise carrying the right to acquire any equity
securities, or any derivative or similar securities with respect to
any of the foregoing;
(ii) any issuance or incurrence of (or agreement to issue or
incur, including by way of an acquisition of any entity, or any
merger, business combination or similar transaction or as a result of
any amendment to any indenture, credit agreement or other similar
instrument) indebtedness (other than trade payables) if, after giving
effect thereto, the Company's indebtedness (other than trade payables)
would be greater than $25 million, on a consolidated basis;
(iii) the liquidation, dissolution, winding up or reorganization
of the Company;
(iv) any transaction or series of related transactions involving
a change of control of the Company or the sale of all or substantially
all of the equity or assets of the Company, or any acquisition,
disposition or other business combination transaction (or series of
transactions) involving consideration in an amount greater than $20
million in the aggregate;
(v) any amendment to the Company's charter or bylaws; or
(vi) the removal or replacement of, or the establishment of the
level or form of compensation payable to, the Company's Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer.
Under the Articles Supplementary, each share of the Preferred Stock
shall entitle its holder at any time to vote on all matters entitled to be voted
on by the holders of Common Stock (or any other voting security) voting together
as a single class therewith (with each share of Preferred Stock being entitled
to the number of votes equal to the number of shares of Common Stock into which
such Preferred Stock is convertible into at such time). In addition, as long as
any shares of the Preferred Stock are outstanding, the affirmative vote of the
holders of at least a majority of the Preferred Stock then outstanding voting as
a single class shall be necessary for effecting, entering into, engaging in or
approving:
(i) any reclassification of the Preferred Stock or any change in
the Company's charter or bylaws which would adversely affect the
dividend or liquidation preferences, voting powers or other rights of
the holders of the Preferred Stock;
(ii) the authorization or creation of, or the increase in the
authorized amount of, or issuance of any shares of any class or series
of (or reclassification of any securities into) securities of the
Company ranking senior or on par with the Preferred Stock with respect
to distributions or rights on liquidation, or any security convertible
into or exercisable for or otherwise representing the right to acquire
any such securities or any derivative or similar securities
representing any of the foregoing;
(iii) any issuance of shares of Common Stock at a price equal to
or less than $26 per share, adjusted to reflect any changes in
capitalization of the Company after the Closing Date or of securities
convertible into or exchangeable for, or otherwise representing the
right to acquire Common Stock for a consideration per share equal to
or less than $26 per share, as adjusted, based on the initial
consideration paid; and
(iv) the declaration, payment or making of any dividend or other
distribution in respect of any shares of the stock of the Company
other than dividends on the Preferred Stock and the regular quarterly
dividends in cash (adjusted to reflect changes in the Common Stock
after the Closing Date), provided that Board of Directors may without
a vote of the holders of the Preferred Stock nominally increase such
regular quarterly dividend.
The holders of the Preferred Stock, pursuant to the Articles
Supplementary, are entitled to receive dividends prior to any amounts being paid
on the Common Stock when, as and if declared by the Board of Directors out of
funds legally available therefor with such dividends on the Preferred Stock
being payable as follows:
(i) from the Closing Date until the fifth anniversary of that
date, dividends accrue at an annual rate of 7.0% of the sum
of the liquidation amount, which liquidation amount on the
Closing Date was $26.00 per share, plus any accumulated and
unpaid dividends, with 3.5% of that amount payable in cash
quarterly and the balance shall accumulate and compound
quarterly until the Preferred Stock either converts, is
redeemed, or a liquidation event occurs; and
(ii) thereon until the date of payment beginning with the fifth
anniversary of the Closing Date, dividends accrue at an
annual rate of 3% of the sum of the liquidation amount plus
any accumulated and unpaid dividends thereon until the date
of payment, all of which are payable in cash when the
dividend is declared.
In addition, when and if the board of directors declares regular
quarterly dividends on the common stock up to $0.065 per share, holders of the
Preferred Stock are not entitled to participate in the Common Stock dividend.
However, the Preferred Stock will participate on an as-converted basis in any
dividends on Common Stock in excess of the regular quarterly dividends.
Under the Articles Supplementary the holders of the Preferred Stock
have certain preemptive rights as set forth under the charter of the Company
with respect to certain issuances of Common Stock issued after the Closing Date.
On May 16, 2001, the escrow agent released to the Company the Escrow
Fund, of which the Company used approximately $30 million of its cash together
with the $150 million representing the aggregate purchase price of Preferred
Stock, deposited therein to pay the Bailey Stockholders for the Tendered Shares.
Pursuant to the terms of the Preferred Stock Purchase Agreement, the Tendered
Shares were then canceled (remaining authorized, but unissued). Consequently,
the outstanding number of shares of Common Stock was reduced from 15,514,882
shares (the number of shares outstanding on May 15, 2001 prior to the
consummation of the Offer) to 8,339,882 shares. As of the Closing Date, there
are authorized and outstanding 5,769,231 shares of Preferred Stock.
The Reporting Persons do not intend to amend or supplement the
Schedule 13D as amended to reflect the additional shares of Common Stock, which
may be issued upon conversion of the Preferred Stock, due solely to the accrual
and addition of dividends to the liquidation preference."
Item 5. Interest in Securities of the Issuer
The prior responses to this item set forth in the Schedule 13D filed
on March 26, 2001 are deleted in their entirety and replaced by the following:
"(a) DBCI's beneficial ownership of 6,769,231 shares of Common Stock,
as a result of its acquisition of the Preferred Stock and the Option and as a
result of group status with New Mountain, constitutes beneficial ownership of
approximately 48% of the total number of shares of outstanding Common Stock
(assuming the number of shares outstanding on May 16, 2001). Each of Taunus,
DBCP Inc. and DBCP L.P. may be deemed to be the beneficial owner of the shares
of Common Stock beneficially owned by DBCI. In addition, Taunus may be deemed to
be the beneficial owner of 100 shares of Common Stock owned by Deutsche Banc
Alex. Brown Inc. ("DBAB"), a wholly-owned subsidiary of Taunus, which, when
aggregated with the 6,769,231 shares of Common Stock which Taunus may be deemed
to beneficially own as a result of the beneficial ownership by DBCI, constitutes
beneficial ownership by Taunus of approximately 48% (assuming the number of
shares outstanding on May 16, 2001) of the total number of the shares of
outstanding Common Stock.
The Reporting Persons and New Mountain may be deemed to comprise a
group as a result of certain provisions contained in the Shareholders Agreement
pertaining to the voting of directors and the disposition of shares of the
Preferred Stock or Common Stock issued upon conversion of the Preferred Stock.
The Reporting Persons hereby disclaim beneficial ownership of the
Common Stock issuable upon the conversion of the Preferred Stock and purchasable
pursuant to Option to the extent owned by New Mountain.
(b) DBAB has the sole power to vote or to direct the vote and sole
power to dispose or to direct the disposition of 100 shares of Common Stock.
Each of DBCI, DBCP L.P., DBCP Inc., and Taunus has the shared power to vote or
direct the vote with New Mountain of 6,769,231 shares of Common Stock and each
of DBCI, DBCP L.P., DBCP Inc., and Taunus has the shared power to dispose or to
direct the disposition of 1,579,154 shares of Common Stock. Taunus has the
shared power with DBAB to vote or direct the vote of 100 shares of Common Stock
and has the shared power with DBAB to dispose or to direct the disposition of
100 shares of Common Stock.
(c) Within the past 60 days, DBAB, in the ordinary course of business
and for its own account (through a program trading account), made the following
transactions with regard to the Company's Common Stock:
(i) On April 30, 2001, purchased 100 shares of Common Stock at a price
$ 41.70 per share of Common Stock.
(ii) On April 3, 2001, sold 100 shares of Common Stock at a price of $
41.87 per share of Common Stock.
(ii) On May 8, 2001, purchased 100 shares of Common Stock at a price
of $40.56 per share of Common Stock.
Except as described above, during the past sixty days, none of DBCI,
DBCP L.P., DBCP Inc. nor Taunus, nor, to the best knowledge of DBCI, DBCP L.P.,
DBCP Inc., and Taunus, any of the persons set forth on Schedule I, has effected
any transactions in shares of Common Stock.
(d) Not applicable.
(e) Not applicable."
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 is hereby amended by adding the following below the final
paragraph thereof:
"Registration Rights Agreement. The Covered Holders have certain
registration rights pursuant to the Registration Rights Agreement, including the
right to require on two occasions that the Company register for offer or sale,
under the Securities Act of 1933, their respective Registrable Securities.
Additionally, a majority of the Covered Holders may request on two occasions in
any calendar year that the Company effect a shelf registration of the
Registrable Securities then outstanding, if the Company is so eligible for a
shelf registration statement. The Covered Holders also have the right, subject
to certain limitations, to request that the Company, include their respective
Registrable Securities in a registration undertaken by the Company on its behalf
or on behalf of any of its other stockholders. The Company has agreed to pay all
registration expenses incurred in connection with the exercise of registration
rights by the Covered Holders. All requests for registration are subject to
customary terms and conditions."
Item 7. Material to be Filed as Exhibits
The prior responses to this item set forth in the Schedule 13D filed
on March 26, 2001 are deleted in their entirety and replaced by the following:
"The following exhibits are filed with this statement:
1. Shareholder's Agreement, dated March 16, 2001 by and between New
Mountain Partners L.P. and DB Capital Investors L.P.
The following items are incorporated herein by reference:
1. Irrevocable Proxy from Ron K. Bailey and Beverly W. Bailey to New
Mountain Partners, L.P. and DB Capital Investors, L.P., dated March 16, 2001
(incorporated by reference to Exhibit 10.1 to the Current Report on Forms 8-K
filed by Strayer Education, Inc. on March 16, 2001 (File No. 000-21039)).
2. Support and Option Agreement, dated as of November 28, 2001, by and
among, Strayer Education, Inc., Ron K. Bailey, Beverly W. Bailey, New Mountain
Partners, L.P. and DB Capital Investors, L.P. (incorporated by reference to
Exhibit 10.01 to the Current Report on Form 8-K filed by Strayer Education, Inc.
on December 8, 2000 (File No. 000-21039)).
3. Preferred Stock Purchase Agreement, dated as of November 28, 2001,
by and among, Strayer Education, Inc., New Mountain Partners, L.P. and DB
Capital Investors, L.P. (incorporated by reference to Exhibit 2.01 to the
Current Report on Form 8-K filed by Strayer Education, Inc. on December 8, 2000
(File No. 000-21039)).
4. Form of Articles Supplementary (incorporated by reference to
Exhibit 3.01 to the Current Report on Form 8-K filed by Strayer Education, Inc.
on December 8, 2000 (File No. 000-21039)).
5. The Offer to Purchase, dated as of April 17, 2001 from the Company
(incorporated by reference to Exhibit (a)(1)(A) to Schedule TO filed by the
Company with SEC on April 17, 2001 (SEC file number 005-48233)).
6. The Letter of Transmittal, dated as of April 17, 2001 from the
Company (incorporated by reference to Exhibit (a)(1)(B) to Schedule TO filed by
the Company with SEC on April 17, 2001 (SEC file number 005-48233)).
7. Form of Registration Rights Agreement, dated as of May 15, 2001 by
and among DB Capital Investors L.P., New Mountain Partners L.P. and Strayer
Education, Inc. (incorporated by reference to Exhibit 10.02 to the Current
Report on Form 8-K filed by Strayer Education, Inc. on December 8, 2000 (File
No. 000-21039))."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 21, 2001
TAUNUS CORPORATION
By: /s/ James T. Byrne, Jr.
------------------------
Name: James T. Byrne, Jr.
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 21, 2001
DB CAPITAL PARTNERS, INC.
By: /s/ Charles Ayres
-------------------------------
Name: Charles Ayres
Title: Managing Director
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 21, 2001
DB CAPITAL PARTNERS, L.P.
By: DB CAPITAL PARTNERS, INC.,
its General Partner
By: /s/ Charles Ayres
-----------------------------
Name: Charles Ayres
Title: Managing Director
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 21, 2001
DB CAPITAL INVESTORS, L.P.
By: DB CAPITAL PARTNERS, L.P.
its General Partner
By: DB CAPITAL PARTNERS, INC.,
its General Partner
By: /s/ Charles Ayres
------------------------------
Name: Charles Ayres
Title: Managing Director
The following table sets forth a list of each general partner of DBCI
and DBCP L.P. and executive officers and directors of Taunus and DBCP, Inc.,
which contains the following information with respect to each such person: (i)
name; (ii) business address, (iii) present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted; and (iv) citizenship.
A.
General Partners of DBCI
Present principal occupation or employment
Name/Position State of Organization and name and business address of employer
------------- ---------------------- -----------------------------------------
DB Capital Partners, L.P./ Delaware 130 Liberty Street, 25th Floor
General Partner New York, New York 10006
B.
General Partners of DBCP L.P.
Present principal occupation or employment
Name/Position State of Organization and name and business address of employer
------------- ---------------------- -----------------------------------------
DB Capital Partners, Inc./ Delaware 130 Liberty Street, 25th Floor
General Partner New York, New York 10006
C.
Executive Officers and Directors of DBCP Inc.
Present principal occupation or employment
Name/Position Citizenship and name and business address of employer
------------- ----------------------- -----------------------------------------
Charles Ayres/ United States Managing Director of
Managing Director DB Capital Partners, Inc.
130 Liberty Street, 25th Floor
New York, New York 10006
James Edward Virtue/ United States Managing Director and President of DB Capital
Managing Director Partners, Inc.
130 Liberty Street, 25th Floor
New York, New York 10006
D.
Executive Officers and Directors of Taunus
Present principal occupation or employment
Name/Position Citizenship and name and business address of employer
------------- ------------------ -----------------------------------------
John A. Ross/ United States Corporate Chief Operating Officer, Deutsche Bank AG
Director, President and Chief New York Branch
Executive Officer 31 West 52nd Street
New York, NY 10019
Douglas R. Barnard/ Director and United States Managing Director, Controller of the Americas of
Chief Financial Officer Deutsche Bank AG
New York Branch
31 West 52nd Street
New York, New York 10019
James T. Byrne, Jr./ United States Managing Director, Secretary
Managing Director and Secretary Bankers Trust Company
130 Liberty Street
New York, NY 10006
Thomas A. Curtis/ United States Managing Director, Head of Corporate and Regulatory
Director Affairs of the Americas, Deutsche Bank AG
New York Branch
31 West 52nd Street
New York, NY 10019
Richard W. Ferguson/ United States Managing Director, Treasurer of the Americas of
Director and Treasurer Deutsche Bank AG
New York Branch
31 West 52nd Street
New York, NY 10019
Troland S. Link/ United States Managing Director and General Counsel of Deutsche
Managing Director Bank AG
New York Branch
130 Avenue of the Americas
New York, NY 10019
EXHIBIT INDEX
Exhibit No. Description
1. The Offer to Purchase, dated as of April 17, 2001
from the Company (incorporated by reference to
Exhibit (a)(1)(A) to Schedule TO filed by the Company
with SEC on April 17, 2001 and are incorporated
herein by reference (SEC file number 005-48233).
2. The Letter of Transmittal, dated as of April 17, 2001
from the Company (incorporated by reference to
Exhibit (a)(1)(B) to Schedule TO filed by the Company
with SEC on April 17, 2001 and are incorporated
herein by reference (SEC file number 005-48233)"
3. The Registration Rights Agreement, dated as of May
15, 2001 by and among DB Capital Investors L.P., New
Mountain Partners L.P. and Strayer Education, Inc.