-----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, AwudngnUsbhBxuG2n2lGGaUTMn6XXDdYynJPUbV9l029qAITu1gmYw+1sGEc/G2E UtrA4yhdb3OH4bLTBKA9cw== 0001157523-04-011568.txt : 20041216 0001157523-04-011568.hdr.sgml : 20041216 20041216163733 ACCESSION NUMBER: 0001157523-04-011568 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041216 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 041208693 BUSINESS ADDRESS: STREET 1: 1001 FLEET STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 1001 FLEET STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 8-K 1 a4786394.txt LAUREATE EDUCATION, INC. 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 16, 2004 LAUREATE EDUCATION, INC. (Exact name of registrant as specified in its charter) Maryland 0-22844 52-1492296 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1001 Fleet Street, Baltimore, Maryland 21202 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (410) 843-6100 - -------------------------------------------------------------------------------- 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)) Section 2 - Financial Information Item 8.01 Other Events On December 16, 2004 Laureate Education, Inc. (the "Company") issued a press release announcing the acquisition of the remaining interest in Universidad Europea de Madrid ("UEM"). The Company acquired the remaining 22.3% of UEM from the minority shareholders in exchange for $29 million Euros ($38.5 million USD) in cash and a parcel of non-adjacent land owned but not used by the University. A copy of the release is furnished as Exhibit 99.01 to this Current Report on Form 8-K. The Registrant has posted this Current Report on Form 8-K on its internet website at www.laureate-inc.com. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.01 Press Release issued December 16, 2004. 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. LAUREATE EDUCATION, INC. /s/ Sean R. Creamer -------------------------------- Name: Sean R. Creamer Title: Senior Vice President and Chief Financial Officer Date: December 16, 2004 Exhibit Index Exhibit Description - ------- ----------- 99.01 Press Release issued December 16, 2004. EX-99.01 2 a4786394ex9901.txt LAUREATE EDUCATION, INC. EXHIBIT 99.01 Exhibit 99.01 Laureate Education Acquires Remaining Interest in Universidad Europea De Madrid BALTIMORE--(BUSINESS WIRE)--Dec. 16, 2004--Laureate Education, Inc. (NASDAQ:LAUR), today announced the acquisition of the remaining interest in Universidad Europea de Madrid ("UEM"). Laureate Education acquired the remaining 22.3% of UEM from the minority shareholders in exchange for $29 million Euros ($38.5 million USD) and a parcel of non-adjacent land owned but not used by the University. Universidad Europea de Madrid became Laureate Education's first campus-based university in April 1999, when the Company acquired its initial controlling interest in the University. Since becoming a member of Laureate International Universities, UEM has expanded its program offerings, increased student enrollment by over 26%, and served as a destination university for nearly 1,000 study abroad students from Laureate's international network of universities. UEM's accomplishments also include becoming the first completely wireless campus in Europe and the creation of new graduate programs for working adults through a new downtown campus in Madrid. Recently, UEM launched a combined study program with Laureate's Universidad del Valle de Mexico that allows students from Mexico to obtain a degree recognized by both the Spanish and Mexican governments. Such innovations provide a powerful competitive advantage to Laureate's universities throughout Latin America. This transaction, coupled with the previously announced acquisitions in Peru and France, is expected to replace all of the interest income previously contemplated in the Company's 2005 guidance related to the $55 million note receivable from Education, Inc. that was repaid earlier this year. Laureate Education reiterates both its 2004 guidance of $1.31 to $1.33 ($1.24 to $1.26 excluding the one time net gain from the repayment of the aforementioned note receivable) and its 2005 guidance of $1.60 to $1.65 per diluted share. Signal Hill Capital (www.signalhillcapital.com), a boutique investment bank providing clients with objective strategic advisory services, acted as financial advisor to Laureate Education, Inc on this transaction. About Universidad Europea de Madrid Located in Villaviciosa in Odon, a part of Madrid, Universidad Europea de Madrid first opened its doors to students in 1995, and today ranks as one of the largest private universities in Spain. This well known university offers nationally recognized undergraduate and graduate programs in a wide array of fields, including architecture, business, communications, engineering, health sciences, information technology and sports science. UEM, the recipient of the Madrid Excelente award in recognition of quality facilities and services, enrolls over 7,600 traditional and working-adult students through three locations in Madrid. UEM was accredited by an act of Spanish National Parliament, law 24/95, on July 17, 1995. About Laureate Education, Inc. Laureate Education Inc. (NASDAQ:LAUR) is focused exclusively on providing a superior university experience to nearly 155,000 students through the leading global network of accredited campus-based and online universities. Addressing the rapidly growing global demand for higher education, Laureate offers a broad range of career-oriented undergraduate and graduate programs through campus-based universities located in Latin America, Europe, and Asia. Through online universities, Laureate offers the growing population of non-traditional, working-adult students the convenience and flexibility of distance learning to pursue undergraduate, master's and doctorate degree programs in major career fields including engineering, education, business, and healthcare. Forward Looking Statements This release includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company's actual results could differ materially from those described in the forward-looking statements. The following factors might cause such a difference: -- The Company's operations can be materially affected by competition in its target markets and by overall market conditions, among other factors. -- The Company's foreign operations, in particular, are subject to political, economic, legal, regulatory and currency-related risks. Additional information regarding these risk factors and uncertainties is detailed from time to time in the Company's filings with the Securities and Exchange Commission, including, but not limited to, our most recent Forms 10-K and 10-Q, available for viewing on our website. (To access this information on our website, please click on "Investor Relations," "SEC Filings") CONTACT: Laureate Education, Inc. Sean Creamer, 410-843-8991 or Chris Symanoskie, 410-843-6394 -----END PRIVACY-ENHANCED MESSAGE-----