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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
June 27, 2000
(Date of earliest event reported)
THE WASHINGTON POST COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6714 53-0182885
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1150 15th Street NW, Washington, DC 20071
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(202) 334-6600
________________________________________________________
Item 5. Other Events.
On June 27, 2000, The Washington Post Company, its
wholly owned subsidiary Kaplan, Inc., ("Kaplan"), and Quest
Education Corporation ("Quest") announced an agreement
pursuant to which Kaplan will commence a tender offer to
acquire all the outstanding shares of Quest, following
which, if the requisite number of shares are tendered and
other conditions are met, Quest will be merged into a wholly
owned subsidiary of Kaplan. A copy of the press release
announcing the pending acquisition is filed as an exhibit to
this report.
Item 7. Financial Information, Pro Forma Financial
Information and Exhibits.
c) Exhibits.
Exhibit Number Description
99 Text of Press Release dated June 27, 2000
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.
Date: July 3, 2000
THE WASHINGTON POST COMPANY,
by /s/ John B. Morse, Jr.
__________________________
John B. Morse, Jr.
Vice President-Finance
Contacts: Guyon Knight For Immediate Release
Washington Post Company June 27, 2000
202-334-6642
Melissa Mack
Kaplan, Inc.
212-492-5849
Vince Pisano
Quest Education Corporation
770-510-2000
THE WASHINGTON POST COMPANY'S
KAPLAN, INC., SUBSIDIARY WILL ACQUIRE QUEST EDUCATION
IN ALL-CASH TENDER OFFER
WASHINGTON - Kaplan, Inc., a subsidiary of The Washington Post
Company (NYSE: WPO), has agreed to acquire all the outstanding
shares of Quest Education Corporation (NASDAQ: QEDC), a leading
provider of post-secondary education, for $18.35 per share, the
companies announced today. The total purchase price, including
related transaction fees, is expected to be approximately $165
million.
Under the agreement, a wholly-owned subsidiary of Kaplan
will commence a tender offer within the next five business days.
Assuming the 51 percent (or more) of Quest's outstanding shares
are tendered, regulatory approvals are received, and other
closing conditions are satisfied, the transaction is expected to
close in late July.
The Washington Post Company said the transaction will be
financed primarily through additional borrowings.
- more -
"Quest is an excellent company with experienced management
and a bright future," said Donald E. Graham, chairman and chief
executive officer of The Washington Post Company. "With this
acquisition - Kaplan's largest - Kaplan becomes an even more
important and diverse education company."
"This is an important strategic move for Kaplan that will
support our goal of helping individuals acquire the skills they
need to succeed in school and in their careers," said Jonathan
Grayer, president and chief executive officer of Kaplan. "We
will now be able to offer an even broader spectrum of services,
including regionally-accredited associate and baccalaureate
degrees, to a much wider array of potential students."
Gary Kerber, president and chief executive officer of Quest,
said: "This is an exceptional opportunity for Quest. Kaplan has
the resources and depth of expertise in critical areas such as
technology, curriculum development, teacher training, and
customer service to help us maximize our growth potential."
Headquartered in Atlanta, Quest currently serves more than
13,400 students in 30 schools located in 11 states. The
company's schools offer bachelor degrees, associate degrees, and
diploma programs designed to provide students with the knowledge
and skills necessary to qualify them for entry-level employment,
primarily in the fields of health care, business, and information
technology. Its programs cover ten of the 15 fastest growing
occupations (measured by percentage growth from 1994 through
2005), as projected by the U.S. Department of Labor. For the
year ending March 31, 2000, Quest had $115 million in net
revenues, net income of $7.5 million, and earnings per share (on
a diluted basis) of $0.91.
"We believe that Gary and his team have built an excellent
company," added Mr. Grayer. "We look forward to having them
continue in their roles as we add new customers to existing
programs, develop new offerings, and expand to new locations. In
addition, we will adapt appropriate Quest and Kaplan content for
online delivery to a variety of audiences."
- more -
Kaplan, Inc. (www.kaplan.com) is a premier provider of
educational and career services for individuals, schools, and
businesses. Kaplan offers test prep and admissions services
(www.kaptest.com); K-12 educational programs for kids and parents
through SCORE! Learning, Inc., and eSCORE.com; on-site education
and professional development at schools and universities; books
and software; professional education services; and an extensive
array of distance learning programs (www.KaplanCollege.com).
Kaplan is also the largest shareholder in BrassRing, Inc.
(www.BrassRing.com), the business-to-business recruitment and
hiring company that helps employers find and hire the right
candidates faster.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SHARES OF QUEST EDUCATION
CORPORATION. AT THE TIME THE OFFER IS COMMENCED KAPLAN WILL FILE
A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION ("SEC") AND QUEST WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER.
QUEST STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT
REGARDING THE ACQUISITON OF QUEST REFERENCED IN THIS PRESS
RELEASE, AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER. THESE DOCUMENTS WILL BE MADE
AVAILABLE TO ALL STOCKHOLDERS OF QUEST, AT NO EXPENSE TO THEM.
THESE DOCUMENTS ALSO WILL BE AVAILABLE AT NO CHARGE AT THE SEC'S
WEBSITE AT WWW.SEC.GOV.
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