SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 2)
STRAYER EDUCATION, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
863236105
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(CUSIP Number)
Steven B. Klinsky
New Mountain Partners, L.P.
712 Fifth Avenue, 23rd Floor
New York, New York 10019
Telephone: (212) 720-0300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
J. Michael Schell
Sean C. Doyle
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
October 8, 2002
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on the following pages)
CUSIP No. 863236105 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS:
New Mountain Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
13-4099832
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X] (a)
[ ] (b)
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS:
See Items 3 and 4 AF, OO
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
_______________________________________________________________________________
7 SOLE VOTING POWER:
NUMBER OF None
SHARES _____________________________________________
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER:
REPORTING 7,058,456
PERSON WITH _____________________________________________
9 SOLE DISPOSITIVE POWER:
None
_____________________________________________
10 SHARED DISPOSITIVE POWER:
7,058,456
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,058,456 shares
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.0%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON:
PN
_______________________________________________________________________________
CUSIP No. 863236105 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS:
New Mountain Investments, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
13-4099829
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X] (a)
[ ] (b)
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS:
AF, OO
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
_______________________________________________________________________________
7 SOLE VOTING POWER:
NUMBER OF None
SHARES _____________________________________________
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY EACH 7,058,456
REPORTING _____________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER:
None
_____________________________________________
10 SHARED DISPOSITIVE POWER:
7,058,456
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,058,456 shares
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.0%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON:
PN
_______________________________________________________________________________
CUSIP No. 863236105 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS:
New Mountain GP, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
13-4099827
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X] (a)
[ ] (b)
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS:
AF, OO
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
_______________________________________________________________________________
7 SOLE VOTING POWER:
NUMBER OF None
SHARES _______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY EACH 7,058,456
REPORTING _______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER:
None
_______________________________________________
10 SHARED DISPOSITIVE POWER:
7,058,456
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,058,456 shares
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.0%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON:
OO
_______________________________________________________________________________
CUSIP No. 863236105 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS:
Steven B. Klinsky
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
N/A
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X] (a)
[ ] (b)
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS:
OO, PF
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
_______________________________________________________________________________
7 SOLE VOTING POWER:
NUMBER OF None
SHARES ____________________________________________
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY EACH 7,058,456
REPORTING ____________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER:
None
____________________________________________
10 SHARED DISPOSITIVE POWER:
7,058,456
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,058,456 shares
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.0%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON:
IN
_______________________________________________________________________________
Amendment No. 2 to Schedule 13D
-------------------------------
The statement on Schedule 13D (the "Schedule 13D"), as amended by
Amendment No. 1 thereto ("Amendment No. 1"), filed jointly on March 26, 2001
and May 15, 2001, respectively, by the persons listed on the signature pages
thereto relating to the beneficial ownership of the common stock, par value
$.01 per share ("Common Stock"), of Strayer Education, Inc., a Maryland
corporation (the "Issuer") and the beneficial ownership of the Series A
Preferred Stock, par value $.01 per share ("Series A Preferred Stock"), of the
Issuer, which is convertible into shares of Common Stock, is hereby amended
and supplemented as set forth below in this Amendment No. 2 ("Amendment No.
2") to the Schedule 13D by the persons listed on the signature pages hereto
(the "Reporting Persons"). Capitalized terms used below and not otherwise
defined herein shall have the meanings set forth in the Schedule 13D or
Amendment No.1.
Item 4. Purpose of Transaction.
The disclosure in Item 4(a) is hereby amended and supplemented by
adding the following:
"On October 8, 2002 pursuant to a request made by New Mountain
and DB Capital under Section 2(a) of the Registration Rights Agreement, the
Issuer filed a Registration Statement on Form S-3 (the "Registration
Statement") relating to an aggregate of 2,300,000 shares of Common Stock
beneficially owned by New Mountain and DB Capital which may be sold pursuant
to an underwritten offering (the "Offering"). The Registration Statement
relates to 1,700,000 shares of Common Stock beneficially owned by New Mountain
and 600,000 shares of Common Stock beneficially owned by DB Capital (including
up to 300,000 shares of Common Stock which may be purchased by the
underwriters of the Offering to cover any over-allotments) (collectively, the
"Shares")."
The disclosure in Item 4(d) is hereby amended and supplemented by
adding the following:
"Following the sale of the Shares in the Offering, it is expected
that pursuant to Section 10 of the Articles Supplementary, the percentage of
the total members of the Board of Directors of the Issuer that the holders of
Series A Preferred Stock are entitled to elect will be reduced from 50% to
40%. It is anticipated that in connection with the Offering, New Mountain and
DB Capital will agree that following the completion of the Offering, Charles
Ayres, a designee of DB Capital, will resign from the Board of Directors of
the Issuer and that New Mountain will be entitled to elect all of the members
of the Board of Directors of the Issuer entitled to be elected by the holders
of the Series A Preferred Stock pursuant to the Articles Supplementary."
Item 5. Interest in Securities of the Issuer.
The disclosure in Item 5(a) is hereby amended and restated in its
entirety as follows:
"As of the date of this Amendment No. 2, the Reporting Persons may be
deemed to beneficially own an aggregate of 7,058,456 shares of Common Stock
which include:
(i) 6,058,456 shares of Common Stock issuable upon the
conversion of 6,058,456 shares of Series A Preferred Stock
(which includes dividends declared on Series A Preferred
Stock as of October 1, 2002). Of the shares of Series A
Preferred Stock 4,644,816 are owned directly by the
Reporting Persons, and the beneficial ownership of 1,413,640
shares of Series A Preferred Stock, which are currently
convertible into 1,413,640 shares of Common Stock, arises
from the Shareholders' Agreement, which provides the
Reporting Persons with the ability to require that DB
Capital participate pro rata in certain sales of securities
to a party that is not an affiliate of New Mountain and
provides that each of the Reporting Persons and DB Capital
support their respective individual and joint Board
nominees. The Articles Supplementary provide that some of
the dividends will be accrued and added to the liquidation
preference, thereby increasing the number of shares of
Common Stock into which the Series A Preferred Stock will be
convertible. 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 Series A Preferred Stock, due solely to
the accrual of dividends to increase the liquidation
preference.
(ii) the Option granted to New Mountain and DB Capital to
purchase up to 1,000,000 shares of Common Stock from the
Baileys. Of this 1,000,000 shares, an option to purchase
767,000 was granted directly to New Mountain and an option
to purchase the other 233,000 was granted to DB Capital.
Assuming the number of shares outstanding on October 8, 2002, the
Reporting Persons may be deemed to beneficially own approximately 49.0% of the
outstanding Common Stock, on a fully diluted basis. The Reporting Persons
hereby disclaim beneficial ownership of the Series A Preferred Stock and the
Option (and the shares issuable upon conversion of the Series A Preferred
Stock and/or the exercise of the Option) to the extent owned by DB Capital."
The disclosure in Item 5(b) is hereby amended and restated in its
entirety as follows:
"The Reporting Persons and DB Capital may be deemed to comprise a
group for the purposes of voting for directors and disposing of shares under
the Shareholders' Agreement, which is hereby incorporated by reference herein.
As of the date of this Amendment No. 2, the Reporting Persons and DB Capital
have shared voting power to direct the vote of 7,058,456 shares and have
shared power to direct the disposition of 7,058,456 shares. The Reporting
Persons have the sole power to vote and sole power to direct the disposition
of 0 shares and disclaim beneficial ownership of the Series A Preferred Stock
and the shares issuable upon conversion of the Series A Preferred Stock and/or
the Option.
For purposes of Section 13 of the Act, NMI may be deemed to control
New Mountain, NM may be deemed to control NMI and Mr. Klinsky may be deemed to
control NM. Each of the Reporting Persons may thus be considered to
beneficially own and to have shared voting power with respect to all of the
Series A Preferred Stock and Common Stock held beneficially by New Mountain
and shared dispositive power with respect to 7,058,456 shares."
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.
NEW MOUNTAIN PARTNERS, L.P.
By: New Mountain Investments, L.P., its
general partner
By: New Mountain GP, LLC, its
general partner
By:/s/Steven B. Klinsky
____________________________________
Name: Steven B. Klinsky
Title: Member
NEW MOUNTAIN INVESTMENTS, L.P.
By: New Mountain GP, LLC, its
general partner
By:/s/Steven B. Klinsky
____________________________________
Name: Steven B. Klinsky
Title: Member
NEW MOUNTAIN GP, LLC
By:/s/Steven B. Klinsky
____________________________________
Name: Steven B. Klinsky
Title: Member
/s/Steven B. Klinsky
____________________________________
Name: Steven B. Klinsky
Dated: October 8, 2002