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UNITED STATES
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): MARCH 6, 2006
EDUCATION MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Pennsylvania 000-21363 25-1119571
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
210 Sixth Avenue, Pittsburgh, Pennsylvania 15222
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 562-0900
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[X] 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))
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ITEM 8.01 - OTHER EVENTS
On March 6, 2006, Education Management Corporation issued a press release
announcing the execution of a definitive agreement to be acquired by Providence
Equity Partners and Goldman Sachs Capital Partners in a transaction valued at
approximately $3.4 billion. A copy of the March 6, 2006 press release announcing
the transaction is attached hereto as an exhibit and incorporated herein by
reference.
The Company also issued a press release on March 6, 2006 announcing the
retirement of Robert T. McDowell, Chief Financial Officer, and the departure of
J. William Brooks, President and Chief Operating Officer, effective as of June
30, 2006. A copy of the March 6, 2006 press release announcing the retirement of
Mr. McDowell and the departure of Mr. Brooks is attached hereto as an exhibit
and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(a) None.
(b) None.
(c) None.
(d) Exhibits
Exhibit 99.1 Press release dated March 6, 2006 announcing execution of
a definitive merger agreement
Exhibit 99.2 Press release dated March 6, 2006 announcing the
retirement of Robert T. McDowell, Chief Financial Officer, and the
departure of J. William Brooks, President and Chief Operating Officer
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.
EDUCATION MANAGEMENT CORPORATION
By: /s/ John R. McKernan, Jr.
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John R. McKernan, Jr.
Chief Executive Officer
Dated: March 6, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated March 6, 2006 announcing execution of a
definitive merger agreement
99.2 Press release dated March 6, 2006 announcing the retirement of
Robert T. McDowell, Chief Financial Officer, and the departure
of J. William Brooks, President and Chief Operating Officer