-----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, NNbxlEC/UdUvQKwNzbPXOTG5zQagYjNLeGIXEkFhkN8xvw8bp0OPgQy7y1HG72I8 ZjVJDbTwkpfbY3eCR/ljzg== 0001275287-05-004989.txt : 20051213 0001275287-05-004989.hdr.sgml : 20051213 20051213145643 ACCESSION NUMBER: 0001275287-05-004989 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21363 FILM NUMBER: 051260790 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 8-K 1 em4303.txt FORM 8-K ================================================================================ 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): December 12, 2005 ---------- EDUCATION MANAGEMENT CORPORATION (Exact Name of Registrant as Specified in Charter) Pennsylvania 000-21363 25-1119571 (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 210 Sixth Avenue, Pittsburgh, Pennsylvania 15222 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (412) 562-0900 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 (see General Instruction A.2. below): [ ] 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 December 12, 2005, Education Management Corporation (the "Company") issued a press release announcing that The Art Institute of Dallas has been placed on probation by the Commission on Colleges of the Southern Association of Colleges and Schools (the "Commission"). A copy of the Company's press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporate by reference. The information contained in this Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (a) None. (b) None. (c) Exhibits Exhibit 99.1 Press release dated December 12, 2005 announcing that The Art Institute of Dallas has been placed on probation by the Commission on Colleges of the Southern Association of Colleges and Schools 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. EDUCATION MANAGEMENT CORPORATION By: /s/ Robert T. McDowell ------------------------------- Robert T. McDowell Executive Vice President and Chief Financial Officer Dated: December 13, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ---------------------------------------------------------------- 99.1 Press release dated December 12, 2005 announcing that The Art Institute of Dallas has been placed on probation by the Commission on Colleges of the Southern Association of Colleges and Schools EX-99.1 2 em4303ex991.txt EXHIBIT 99.1 Exhibit 99.1 EDUCATION MANAGEMENT CORPORATION ANNOUNCES THE ART INSTITUTE OF DALLAS PLACED ON PROBATIONARY STATUS PITTSBURGH, Dec. 12 /PRNewswire-FirstCall/ -- Education Management Corporation (Nasdaq: EDMC) (the "Company") announced today that The Art Institute of Dallas has been placed on probation by the Commission on Colleges of the Southern Association of Colleges and Schools (the "Commission"). While the Company has yet to receive formal notification from the Commission, the Company understands that the action relates solely to The Art Institute of Dallas's failure to satisfactorily document clearly identified expected outcomes and assessments for its programs and services as required by the Commission's institutional effectiveness comprehensive standard. The Commission, in connection with reaffirming the accreditation of The Art Institute of Dallas for a ten year period in December 2003, required the school to provide evidence of compliance with this standard by December 2005. John R. McKernan, Jr., Chief Executive Officer and Vice-Chairman of the Company, stated, "We take this action by the Commission very seriously and expect to adequately address these process and documentation issues during the one year probationary period. The Board of Trustees of The Art Institute of Dallas recently hired a new President who starts January 3, 2006 and who will make positive resolution of this matter a top priority. We believe The Art Institute of Dallas has provided and will continue to provide our students with a quality education." As of October 2005, approximately 1,300 students attended The Art Institute of Dallas, which is one of the Company's thirty-one Art Institute schools. Education Management Corporation (http://www.edmc.com) is among the largest providers of private post-secondary education in North America, based on student enrollment and revenue. Student enrollment exceeded 72,000 as of fall 2005. EDMC has 71 primary campus locations in 24 states and two Canadian provinces. EDMC's education institutions offer a broad range of academic programs concentrated in the media arts, design, fashion, culinary arts, behavioral sciences, health sciences, education, information technology, legal studies and business fields, culminating in the award of associate's through doctoral degrees. EDMC has provided career-oriented education for over 40 years. This press release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are typically identified by words such as "believe," "confident," "expect," "project," "intend," and similar expressions. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors 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 the execution of our institutional effectiveness plan, changes in regulations by the Commission and those matters disclosed in our Securities and Exchange Commission filings, including under the heading "Risks Related to Our Business" in our Form 10-K for the fiscal year ended June 30, 2005. Our past results are not necessarily indicative of our future results. We do not undertake any obligation to update any forward-looking statements. FOR: Education Management Corporation COMPANY CONTACTS: Robert McDowell Executive Vice President and Chief Financial Officer (412) 562-0900 James Sober, CFA Vice President, Finance (412) 995-7684 SOURCE Education Management Corporation -0- 12/12/2005 /CONTACT: Robert McDowell, Executive Vice President and Chief Financial Officer, or +1-412-562-0900, or James Sober, CFA, Vice President, Finance, +1-412-995-7684 / /Web site: http://www.edmc.com / (EDMC) -----END PRIVACY-ENHANCED MESSAGE-----