-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fsq5KE2aEj4TNYwlDrdbDtZYY5cgzSdkIBfX6SZbK6s5ir0cUW2jMBe2PRC8kDlA NCvijLMc79iqhYyhn3XSLg== 0001162315-08-000040.txt : 20081114 0001162315-08-000040.hdr.sgml : 20081114 20081113173311 ACCESSION NUMBER: 0001162315-08-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081112 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081114 DATE AS OF CHANGE: 20081113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBASSADORS GROUP INC CENTRAL INDEX KEY: 0001162315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 911957010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33347 FILM NUMBER: 081186219 BUSINESS ADDRESS: STREET 1: 2001 SOUTH FLINT CITY: SPOKANE STATE: WA ZIP: 99224 BUSINESS PHONE: 5095687000 MAIL ADDRESS: STREET 1: 2001 SOUTH FLINT CITY: SPOKANE STATE: WA ZIP: 99224 8-K 1 form8k.htm FORM 8-K SHARE REPURCHASE form8k.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
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)
November 13, 2008
 

AMBASSADORS GROUP, INC.
(Exact name of registrant as specified in its charter)
 

 
         
Delaware
 
No. 0-33347
 
91-1957010
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
     
Dwight D. Eisenhower Building, 2001 South Flint Road, Spokane, WA
 
99224
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code
(509) 568-7800
 
Not Applicable
(Former name or former address, if changed since last report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
Item 8.01 Other Events.
 
On November 13, 2008, Ambassadors Group, Inc. (the “Company”) announced that its Board of Directors authorized a $10.0 million increase in the funds which the Company may spend under the Company’s stock repurchase plan from $45.0 million to $55.0 million.  Of the $55.0 million available for repurchase, the Company has expended approximately $35.0 million. Approximately $20.0 million remains available for repurchase under the stock repurchase plan.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 99.1:    Press Release, dated November 13, 2008.

 
 
 

 

SIGNATURES
 
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.
 
         
   
AMBASSADORS GROUP, INC.
 
 
Date: November 13, 2008
 
 
By:
 
 
 /s/ Chadwick J. Byrd
 
 
 
       
 
Chadwick J. Byrd
Chief Financial Officer

 
 
 

 

EXHIBIT INDEX
 
     
 
 
Exhibit
Number
 
 
Description
 
 
 
 
99.1
 
 
Press Release, dated November 13, 2008.
 

 
 
 

 

EX-99.1 2 form99.htm EXHIBIT 99.1 form99.htm
Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE
November 13, 2008
CONTACT: Chadwick J. Byrd
(509) 568-7800

Ambassadors Group Declares Quarterly Dividend and Increased Share Repurchase Authorization

Spokane, WA – November 13, 2008

Ambassadors Group, Inc. (NASDAQ: EPAX) (“Company”), a leading provider of educational travel experiences, announced today that its board of directors declared a quarterly dividend of $0.115 per share, which will be paid on December 10, 2008 to all common shareholders of record on November 26, 2008. The Company’s board of directors continually reviews the Company’s dividend policy to ensure compliance with capital requirements, regulatory limitations, the Company’s financial position and other conditions, which may affect the Company’s desire or ability to pay dividends in the future.

The Company also announced today that the board of directors approved the repurchase of an additional $10.0 million of the Company’s common stock. The total amount now authorized for repurchase is $55.0 million, of which the Company has already repurchased approximately $35.0 million pursuant to a repurchase program approved by the board of directors in May 2004, increased in August 2005, November 2006, and November 2007. The stock repurchase program provides for buying stock on the open market or through negotiated transactions and retiring the shares to the Company’s treasury. The Company will determine the timing, the price and the number of shares to be repurchased under the program.
 
Jeff Thomas, president and chief executive officer of Ambassadors Group, Inc., stated “The dividend and increased share repurchase authorization reflect the strength of our balance sheet and our commitment to increase the long-term value of the organization for our shareholders through capital allocation. Over the last 12 months, we have allocated $24.2 million or $1.25 per share back to our shareholders through dividends and share repurchases.”

Business Overview

Ambassadors Group, Inc. is a leading educational travel and online educational research organization that organizes and promotes international and domestic travel programs for students, athletes, and professionals, and provides nearly 6 million pages of online content. Our travel programs provide opportunities for grade school, junior, and senior high school students to visit foreign and domestic destinations to learn about the history, government, economy and culture of such areas, as well as for junior and senior high school athletes to participate in international sports challenges. Our professional programs emphasize meetings and seminars between participants and persons in similar professions abroad. Our online content attracts millions of users and advertisers each month. We are headquartered in Spokane, Washington, with associates also in Washington, D.C. In this press release, “Company,” “we,” “us,” and “our” refer to Ambassadors Group, Inc.

Forward-Looking Statements

This press release contains forward-looking statements regarding our expected financial performance. Forward-looking statements, which are included per the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this release. Such forward-looking statements speak only as of the date of this release and may not reflect risks related to the conflict in the Middle East and international unrest, outbreak of disease, conditions in the travel industry, direct marketing environment, changes in economic conditions and changes in the competitive environment. We expressly disclaim any obligation to provide public updates or revisions to any forward-looking statements found herein to reflect any changes in our expectations or any change in events. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained. For a more complete discussion of these and other factors, please refer to the Ambassadors Group, Inc. 10K filed March 6, 2008, proxy filed April 8, 2008, and 10Q filed November 7, 2008.

 



 

 
 

 

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