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): January 4, 1999
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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 a Stock Purchase Agreement dated as of November 25, 1998 by and
between Career Education Corporation (the "Purchaser") and Robert C. Marks
and the Robert C. Marks Trust dated October 9, 1997 (collectively, the
"Seller"), the Purchaser purchased from Seller all of the existing and
outstanding shares of capital stock of the Harrington Institute of Interior
Design, Inc., an Illinois corporation ("Harrington"). The purchase of the
shares was consummated on January 4, 1999. The Stock Purchase Agreement
provides for a purchase price for the shares of $2.9 million, subject to
adjustment based upon the amount of Harrington's net current assets at
closing. Based upon an estimated balance sheet for Harrington dated as of
the closing delivered by Seller, a preliminary upward adjustment of the
purchase price in the amount of $350,000 was made at the closing.
Accordingly, at closing, $3,250,000 was paid to Seller, of which $775,000
was paid in the form of a promissory note. The cash portion of the purchase
price was paid out of the Purchaser's cash on hand. Pursuant to the terms
of the Purchase Agreement, further adjustment to the purchase price may be
made upon completion of an audit of Seller's estimated balance sheet to be
performed by Purchaser's independent accountants.
The purchase price was the result of arm's length negotiations between the
Purchaser and the Seller. There exists no material relationship between the
Purchaser 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 Stock Purchase Agreement dated as of November 25, 1998 by and between
Career Education Corporation and Robert C. Marks and the Robert C.
Marks Trust dated October 9, 1997 (the "Agreement"). The Purchaser
agrees to furnish supplementally to the Commission, upon request,
copies of any omitted exhibits or schedules to the Agreement.
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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: January 19, 1999
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Exhibit Index
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Sequential
Page
Exhibit # Item Number
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2.1 Stock Purchase Agreement dated as of 5
November 25, 1998 by and between
Career Education Corporation, a
Delaware corporation, Robert C. Marks
and the Robert C. Marks Trust dated
October 9, 1997.
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