-----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, Qx6/qg2/g8ZfTpT9qeDNO+tiSXNL1jrNHPmaIzFbLNGhvVlP6b3YoX+TWMJmdFik VqFEjENRarHPv5VbY6O6uQ== 0001104659-07-064311.txt : 20070822 0001104659-07-064311.hdr.sgml : 20070822 20070822200334 ACCESSION NUMBER: 0001104659-07-064311 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070816 FILED AS OF DATE: 20070822 DATE AS OF CHANGE: 20070822 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: L Curve Sub Inc. CENTRAL INDEX KEY: 0001399335 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 071074199 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wengen Alberta, LP CENTRAL INDEX KEY: 0001399590 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 071074200 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wengen Investments LTD CENTRAL INDEX KEY: 0001406898 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 071074201 BUSINESS ADDRESS: STREET 1: C/O KKR STREET 2: 9 WEST 57TH STREET SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KKR STREET 2: 9 WEST 57TH STREET SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 4 1 a4.xml 4 X0202 4 2007-08-16 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001399590 Wengen Alberta, LP 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001406898 Wengen Investments LTD C/O KKR 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001399335 L Curve Sub Inc. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.01 per share 2007-08-16 4 P 0 3046839 62.00 A 49571209 I See Footnote Common Stock, par value $0.01 per share 2007-08-17 4 P 0 1183474 60.50 A 1183474 D Common Stock, par value $0.01 per share 2007-08-17 4 P 0 91215 62.00 A 22504 D Common Stock, par value $0.01 per share 2007-08-17 4 J 0 1252105 0 A 50823314 I See Footnote Common Stock, par value $0.01 per share 2007-08-17 4 J 0 50823314 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2007-08-17 4 J 0 22584 0 D 0 D On August 16, 2007, pursuant to the option granted to L Curve Sub Inc. in the Amended and Restated Agreement and Plan of Merger dated as of June 3, 2007, by and among the Issuer, L Curve Sub Inc. and Wengen Alberta, Limited Partnership (the "Merger Agreement") and exercised by L Curve Sub Inc. on July 25, 2007, the Issuer issued to L Curve Sub Inc. that number of shares of common stock that, when added to the number of shares of common stock owned, directly or indirectly, by Wengen Alberta, Limited Partnership or L Curve Sub Inc. at the time of the exercise of the option, constituted one share of common stock more than 90% of the number of shares of common stock outstanding immediatly after such issuance. These securities were held by L Curve Sub Inc. which, prior to its merger with and into the Issuer, was a direct subsidiary of Wengen Alberta, Limited Partnership. The general partner of Wengen Alberta, Limited Partnership is Wengen Investments Limited. Wengen Alberta, Limited Partnership may have been deemed to be the beneficial owner of the shares of common stock held by L Curve Sub Inc., and Wengen Investments Limited may have been deemed to be the beneficial owner of the shares of common stock of the Issuer beneficially owned by Wengen Alberta, Limited Partnership. The securities were held by Wengen Alberta, Limited Partnership. The general partner of Wengen Alberta, Limited Partnership is Wengen Investments Limited. Wengen Investments Limited may have been deemed to be the beneficial owner of the shares of common stock beneficially owned by Wengen Alberta, Limited Partnership. The number of shares of common stock held by Wengen Alberta, Limited Partnership following the reported transaction reflects the transfer of 1,252,105 shares of common stock to L Curve Sub Inc., described in footnote 5. On August 17, 2007, in connection with the merger of L Curve Sub Inc. with and into the Issuer pursuant to the Merger Agreement (the "Merger"), Wengen Alberta, Limited Partnership, transferred 1,252,105 shares of common stock to L Curve Sub Inc., its direct subsidiary. On August 17, 2007, L Curve Sub Inc. merged with and into the Issuer pursuant to the Merger Agreement. In the Merger, pursuant to the terms of the Merger Agreement, 50,823,314 shares of common stock of the Issuer held by L Curve Sub Inc. and 22,584 shares of common stock of the Issuer held by Wengen Alberta, Limited Partnership were cancelled and retired and ceased to exist, and no payments or distributions were made with respect thereto. /s/ Jonathan D. Smidt as Director of Wengen Investments Limited 2007-08-22 /s/ Jonathan D. Smidt as Director of Wengen Investments Limited, General Partner of Wengen Alberta, Limited Partnership 2007-08-22 /s/ Robert W. Zentz as Senior Vice-President of Laureate Education, Inc., successor by merger to L Curve Sub Inc. 2007-08-22 -----END PRIVACY-ENHANCED MESSAGE-----