-----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, IwSfHuwNbiSxHMaNIo5aa0n27SPkvZrj14FpG/nh+aqKRG1Xn33AGtKtrIdoR2kW 7+LZV+kxq7A4iE4rz2lGGg== 0000912057-00-008083.txt : 20000224 0000912057-00-008083.hdr.sgml : 20000224 ACCESSION NUMBER: 0000912057-00-008083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA CULINARY ACADEMY INC CENTRAL INDEX KEY: 0000858915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 943042862 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21932 FILM NUMBER: 551507 BUSINESS ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 BUSINESS PHONE: 4157713536 MAIL ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 8-K 1 8-K 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: FEBRUARY 22, 2000 (Date of earliest event reported) CALIFORNIA CULINARY ACADEMY, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 0-21932 94-3042862 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 625 POLK STREET, SAN FRANCISCO, CALIFORNIA, 94102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 771-3536 Item 5. OTHER EVENTS. On February 22, 2000, the Registrant announced that its shareholders approved the principal terms of a merger with Career Education Corporation. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 Press Release of the Registrant dated February 22, 2000. 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. Dated: February 22, 2000. CALIFORNIA CULINARY ACADEMY, INC. By /s/ Charles E. White ------------------------------------ Charles E. White Chief Financial Officer (Principal Financial and Accounting Officer) -2- Exhibit Index To California Culinary Academy, Inc. Current Report on Form 8-K dated February 22, 2000 Sequentially Exhibit No. Exhibit Numbered Page - ----------- ------- -------------- 99.1 Press Release dated February 22, 2000. 4 -3- EX-99.1 2 EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Chuck White Chief Financial Officer California Culinary Academy, Inc. San Francisco, CA 415/292-8258 CALIFORNIA CULINARY ACADEMY ANNOUNCES SHAREHOLDER APPROVAL OF MERGER SAN FRANCISCO, Calif.--February 22, 2000--California Culinary Academy, Inc. (NASDAQ:COOK) today announced that its shareholders have approved the principal terms of a merger by which Career Education Corporation Career Education Corporation (NASDAQ:(CECO)) would acquire all the shares of California Culinary Academy for $5.25 per share in cash. Completion of the acquisition is still subject to a number of conditions, including regulatory approvals. CCA also announced that its shareholders elected Ralph Brennan, James D. Cockman, Bert P. Cutino, William Demar, Keith H. Keogh, Paul H. Prudhomme, Leenie Ruben, and David Warnock as directors. Currently operating out of its core campus in San Francisco and two College of Food campuses in Salinas, Calif., and San Diego, the California Culinary Academy is one of the largest culinary schools in the United States and an internationally-known leader and innovator in the arts education. The Company offers two fully accredited professional programs as well as programs in continuing education, and vocational and consumer training. The Company also provides contract training and consulting services for product development and operations in the public and private sectors. Information on the Company can be found on the Internet at http://www.baychef.com. This news release contains certain forward-looking statements, including statements concerning the Company's planned offering of notes and warrants. Such statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially. Such risks and uncertainties include but are not limited to the Company's ability to maintain and increase its student enrollment, its ability to continue to meet the requirements for participation in Title IV financial aid programs administered by the U.S. Department of Education, competitive conditions and other factors described in the Company's annual report on Form 10-KSB, and other reports filed by the Company with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these statements. -4- -----END PRIVACY-ENHANCED MESSAGE-----