SC TO-C 1 w43142toscto-c.txt SCHEDULE TO 1 Securities and Exchange Commission, Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Strayer Education, Inc. (Name of Subject Company (issuer)) Strayer Education, Inc. (Name of Filing Person (Offeror)) Common Stock, par value $.01 per share (Title of Class of Securities) 863236105 (CUSIP Number of Class of Securities) Harry Wilkins Strayer Education, Inc. 8260 Patuxent Range Road Suite H Jessup, MD 20794 Telephone: (301) 470-2269 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy to: Walter G. Lohr, Jr. Hogan & Hartson L.L.P. 111 South Calvert Street Suite 1600 Baltimore, MD 21202 Telephone: (410) 659-2676 CALCULATION OF FILING FEE Transaction valuation: Not Applicable Amount of filing fee: Not Applicable 2 [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: ------------------- Form or Registration No.: ------------------ Filing Party: ----------------------------- Date Filed: ------------------------------ [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 3 EXHIBIT INDEX EXHIBIT 99.1 Press Release dated November 29, 2000