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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 9, 2002 Commission File Number: 000-21363
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EDUCATION MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1119571
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
300 Sixth Avenue, Pittsburgh, PA 15222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 562-0900
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Item 4 - Changes in Registrant's Certifying Accountant
On May 9, 2002, the Board of Directors of Education Management Corporation
("the Company") and its Audit Committee engaged Ernst & Young LLP ("E&Y")
replacing Arthur Andersen LLP ("Arthur Andersen") to serve as the Company's
independent public accountants for the fiscal year ending June 30, 2002. This
determination followed the Company's decision to seek proposals from independent
accountants to audit its financial statements, and was approved by the Company's
Board of Directors upon the recommendation of its Audit Committee. The
appointment of E&Y will be submitted for stockholder ratification at the
Company's 2002 Annual Meeting of Stockholders to be held in November 2002.
Arthur Andersen's reports on the Company's consolidated financial statements
for each of the fiscal years ended June 30, 2001, 2000 and 1999 did not contain
an adverse opinion or disclaimer of opinion, and they were not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended June 30, 2001 and 2000 and through May 9, 2002,
there were no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Arthur Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such years; and
there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company has provided Arthur Andersen with a copy of the foregoing
statements. Attached as Exhibit 16 to this report is a copy of a letter from
Arthur Andersen stating its agreement with these statements.
During the fiscal years ended June 30, 2001 and 2000 and through the date of
the Board's decision, the Company did not consult E&Y with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7 - Financial Statements and Exhibits
(c) Exhibits:
(16) Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 10, 2002
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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 thereunto duly authorized.
EDUCATION MANAGEMENT CORPORATION
(Registrant)
Date: May 14, 2002
/s/ Robert T. McDowell
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Robert T. McDowell
Executive Vice President and Chief Financial Officer
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