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): July 31, 1998
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Career Education Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23245 39-3932190
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2800 West Higgins Road, Suite 790, Hoffman Estates, IL 60195
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 781-3600
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Item 2. Acquisition or Disposition of Assets.
(a) Pursuant to an agreement dated as of July 1, 1998 by and among Scottsdale
Culinary Institute, Inc., an Arizona corporation (the "Seller"), The Frank
G. and Elizabeth S. Leite Revocable Trust dated April 14, 1992, Frank G.
Leite and Elizabeth S. Leite, and SCI Acquisition I, Ltd., a Delaware
corporation wholly owned by the Registrant (the "Purchaser"), the Purchaser
purchased all of the assets of the Seller. The purchase price (the
"Purchase Price") paid to the Seller consisted of $500,000 of cash and a $9
million promissory note. The Purchase Price was paid to the Seller at the
closing which occurred on July 31, 1998. The Purchase Price was the result
of arm's length negotiations between the Registrant and the Seller.
There exists no material relationship between the Registrant and the
Seller, or between any affiliates of such entities.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of the Seller required pursuant to Regulation
S-X cannot be provided at this time, but shall be filed as soon as
practicable and in no event later than 60 days after the filing date of
this Report on Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required pursuant to Article 11 of
Regulation S-X cannot be provided at this time, but shall be filed as soon
as practicable and in no event later than 60 days after the filing date of
this Report on Form 8-K.
(c) Exhibits.
2.1 Asset Purchase Agreement dated as of July 1, 1998 by and among
Scottsdale Culinary Institute, Inc., an Arizona corporation, The Frank
G. and Elizabeth S. Leite Revocable Trust dated April 14, 1992, Frank
G. Leite and Elizabeth S. Leite, and SCI Acquisition I, Ltd., a
Delaware corporation.
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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.
CAREER EDUCATION CORPORATION
By: /s/ JOHN M. LARSON
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John M. Larson
President and Chief Executive Officer
Dated: August 13, 1998
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Exhibit Index
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Sequential
Page
Exhibit # Item Number
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2.1 Asset Purchase Agreement dated as of 5
July 1, 1998 by and among
Scottsdale Culinary Institute, Inc.,
an Arizona corporation, The
Frank G. and Elizabeth S. Leite
Revocable Trust dated April 14,
1992, Frank G. Leite and Elizabeth S.
Leite, and SCI Acquisition
I, Ltd., a Delaware corporation.
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