-----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, Ef7TklpFa3QfSjdrvbrnN5w8YaJmF+tSMyTANT8OC3Rogfj1Vx9LaWqSpviuGNau j0muCTBNbUwMOo+Ka5Ecpw== 0000899140-07-001308.txt : 20070719 0000899140-07-001308.hdr.sgml : 20070719 20070719194100 ACCESSION NUMBER: 0000899140-07-001308 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070709 FILED AS OF DATE: 20070719 DATE AS OF CHANGE: 20070719 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIGMA CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001167507 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 07990015 BUSINESS ADDRESS: STREET 1: 777 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2036142094 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN STEVEN A/SAC CAPITAL MGMT LP CENTRAL INDEX KEY: 0000905226 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 07990016 BUSINESS ADDRESS: STREET 1: C/O SAC CAPITAL ADVISORS LLC STREET 2: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2038902153 MAIL ADDRESS: STREET 1: C/O SAC CAPITAL ADVISORS LLC STREET 2: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 3 1 sigcapman_laur3-071607ex.xml X0202 3 2007-07-09 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001167507 SIGMA CAPITAL MANAGEMENT LLC 540 MADISON AVENUE NEW YORK NY 10022 0 0 0 1 See footnotes 1 and 2 0000905226 COHEN STEVEN A/SAC CAPITAL MGMT LP 72 CUMMINGS POINT ROAD STAMFORD CT 06902 0 0 0 1 See footnotes 1 and 2 Common Stock, par value $0.01 per share 40000 I See footnote See Exhibit 99.2. See Exhibit 99.1. See Exhibit 99.1. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Form 3 Joint Filer Information By: /s/ Peter Nussbaum, as Authorized Person on behalf of the following: SIGMA CAPITAL MANAGEMENT, LLC, STEVEN A. COHEN 2007-07-19 EX-99 2 s071607a.txt 99.1- EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses (2) Reference is hereby made to the offer by L Curve Sub Inc. and M Curve Sub Inc., each a direct subsidiary of Wengen Alberta, Limited Partnership, to purchase all of the issued and outstanding shares of Common Stock, par value $.01 per share, of the Issuer at a purchase price of $62.00 net per share in cash without interest and less any amounts required to be deducted and withheld under any applicable law, upon the terms and subject to the conditions set forth in the offer to purchase dated June 8, 2007, and the related letter of transmittal, as they may be supplemented or amended from time to time. On July 9, 2007, Wengen Alberta, Limited Partnership issued a press release announcing the completion of the initial offering period. As described in the Schedule 13D, as amended (the "13D/A"), filed with the Securities and Exchange Commission on March 26, 2007, by Douglas L. Becker, R. Christopher Hoehn-Saric, Steven M. Taslitz, Eric D. Becker, Citigroup Capital Partners II 2007 Citigroup Investment, L.P., CGI CPE LLC, CGI Private Equity LP, LLC, Citicorp Banking Corporation, Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., Citigroup Private Equity LP, Citigroup Alternative Investments LLC, Citigroup Investments Inc., Citigroup Inc., Sigma Capital Management, LLC ("Sigma Management") and Steven A. Cohen (collectively, the "13D Persons", with Sigma Management and Steven A. Cohen referred to herein as the "SAC Reporting Persons"), the 13D Persons may be deemed to be members of a group within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in equity securities of the Issuer. The amount of the Issuer's securities held by Sigma Capital Associates, LLC ("Sigma Associates") as reported herein does not include the holdings of any other 13D Persons and each of Sigma Associates and the SAC Reporting Persons disclaim any pecuniary interest in the Issuer's securities held by the other 13D Persons. (3) Sigma Associates holds 40,000 shares of Common Stock of the Issuer. Pursuant to an investment management agreement, Sigma Management exercises investment and voting power with respect to the 40,000 shares of Common Stock held by Sigma Associates. Steven A. Cohen controls Sigma Management. Sigma Management is owned by S.A.C. Capital Management, LLC, and Mr. Cohen directly and indirectly owns all of the equity interests of S.A.C. Capital Management, LLC. In accordance with Instruction 5(b)(iv), the entire amount of the Issuer's securities held by Sigma Associates is reported herein. Each SAC Reporting Person disclaims any beneficial ownership of any of the Issuer's securities to which this report relates for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that any SAC Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. A portfolio manager of Sigma Management owns 2,400 shares of Common Stock of the Issuer for his personal account and an additional 100 shares of Common Stock of the Issuer are held in his IRA account. This portfolio manager also has investment discretion over an account that holds an additional 300 shares of Common Stock of the Issuer. Each of the SAC Reporting Persons disclaims beneficial ownership of these 2,800 shares, which shares are not reflected in this filing. EX-99 3 s071607b.txt 99.2 - JOINT FILER INFORMATION Exhibit 99.2 Form 3 Joint Filer Information Name: Steven A. Cohen Address: 72 Cummings Point Road, Stamford CT 06902 Designated Filer: Sigma Capital Management, LLC Issuer & Ticker Symbol: Laureate Education, Inc. ("LAUR") Date of Event Requiring Statement: July 9, 2007 -----END PRIVACY-ENHANCED MESSAGE-----