-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ExwfNqJsSzriZNQW9LIUmP69w3qCDpFIC1cFgAT572X76kn15XuvfnitabVH16to NZeTfNwI/824In8anpD/Ow== 0000950131-99-006724.txt : 19991217 0000950131-99-006724.hdr.sgml : 19991217 ACCESSION NUMBER: 0000950131-99-006724 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990831 FILED AS OF DATE: 19991216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGOSY EDUCATION GROUP INC CENTRAL INDEX KEY: 0001070042 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 362855674 STATE OF INCORPORATION: IL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-77695 FILM NUMBER: 99775879 BUSINESS ADDRESS: STREET 1: FIRST NATIONAL PLAZA STREET 2: 20 SOUTH CLARK STREET 3RD FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3128999900 MAIL ADDRESS: STREET 1: C/O THE FIRST NATIONAL PLAZA STREET 2: 20 SOUTH CLARK STREET 3RD FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 10-K/A 1 AMENDMENT NO. 2 TO FORM 10-K - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 10-K/A ---------------- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 1999 Commission file number 000-29820 ARGOSY EDUCATION GROUP, INC. (Exact name of registrant as specified in its charter) Illinois 36-2855674 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Two First National Plaza, 20 South Clark Street, 3rd Floor, Chicago, Illinois 60603 (Address of principal executive offices) ---------------- Registrant's telephone number, including area code: (312) 899-9900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X]NO [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the registrant's voting stock held by non- affiliates of the registrant, based upon the $4.4375 per share closing sale price of the registrant's Common Stock on November 23, 1999, was approximately $6,882,793. For purposes of this calculation, the Registrant's directors and executive officers have been assumed to be affiliates. The number of shares outstanding of the registrant's Class A and Class B Common Stock, par value $.01, as of November 23, 1999 was 6,466,000. DOCUMENTS INCORPORATED BY REFERENCE Portions of our Notice of Annual Meeting and Proxy Statement for our Annual Meeting of Stockholders, scheduled to be held on January 28, 2000 are incorporated by reference into Part III of this Report. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Form 10-K or incorporated by reference as set forth below:
Page ---- 1 and 2. Financial Statements of Argosy Education Group, Inc. and subsidiaries Report of Independent Public Accountants........................... F-1 Consolidated Balance Sheets as of August 31, 1999 and 1998......... F-2 Consolidated Statements of Operations for the years ended August 31, 1999, 1998 and 1997........................................... F-3 Consolidated Statements of Cash Flows for the years ended August 31, 1999, 1998 and 1997........................................... F-4 Consolidated Statements of Shareholders' Equity for the years ended August 31, 1999, 1998, and 1997................................... F-5 Notes to Consolidated Financial Statements......................... F-6
3. Exhibits: 3.1 Articles of Incorporation of the Company, Incorporated by Reference to the Company's Registration Statement on Form S- 1. 3.2 By-laws of the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.1 Argosy Education Group, Inc. 1999 Stock Incentive Plan, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.2 Argosy Education Group, Inc. Employee Stock Discount Purchase Plan, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.3 Tax Indemnification Agreement, dated February 10, 1999, between the Company and Dr. Markovitz, Incorporated by Reference to the Company's Registration Statement on Form S- 1. 10.4 Term Note of Academic Review, Inc. dated August 27, 1997, in favor of Northern Trust Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.5 Real Estate Mortgage and Security Agreement, dated April 30, 1997, among MCM University Plaza, Inc. and Northern Trust Bank of Florida, N.A., Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.6 Lease Agreement, dated July 21, 1995, between Park Central Corp. and U of S, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.7 Standard Tenancy Agreement, dated December 10, 1992, between Lakeside Commons Partners and the Company, as amended by Lease Amendment, dated March 17, 1994 between Lakeside Commons Partners and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.8 Tenant Lease, dated June 21, 1995, between CKSS Associates and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1.
1 10.9 Lease Agreement, dated January 20, 1997, between Reed Union School District and California Graduate School of Psychology, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.10 Lease, dated September 8, 1994, between American National Bank and Trust Company of Chicago and The Company, as amended by Amendment to Lease, dated November 28, 1997, between American National Bank and Trust Company of Chicago and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.11 Lease Agreement, dated July 3, 1996, between Continental Offices Ltd. and the Company, as amended by First Amendment, to Lease Agreement, dated July 3, 1996, between Continental Offices Ltd. and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.12 Office Lease, dated May 28, 1997, between Presson Advisory, L.L.C. and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.13 Lease, dated May 3, 1997, between Control Data Corporation and the Company, and amended by Letter Agreement, dated December 8, 1994, Incorporated by Reference to the Company's Registration to Statement on Form S-1. 10.14 Lease, dated August 1, 1997, between Oneida Realty Company and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.15 Lease Agreement, dated May 3, 1994, between Arlington Park Realty Corporation and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.16 Standard Industrial/Commercial Multi-Tenant Lease--Modified Net, dated November 3, 1995, between the Gordon Family Trust and AATBS, and addenda and amendments thereto, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.17 Lease, dated October 11, 1991, between MEPC American Properties Incorporated and Medical Institute of Minnesota, Inc. and amendments thereto, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.18 Indenture of Sublease, dated June 9, 1997, between Royal Bank of Canada and PrimeTech Corporation, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.19 Lease, dated March 14, 1997, between Cumberland-Bellair Investment, Inc. and 1184266 Ontario Inc., Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.20 Stock Purchase Agreement, dated April 15, 1998, among PrimeTech Canada Inc., George Schwartz, P.M.T. Holdings Inc. and Michael Markovitz, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.21 Stock Purchase Agreement, dated February 3, 1998, between Medical Institutes of America, Inc. and Phillip Miller, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.22 Agreement to Purchase and Redeem Stock, dated August 26, 1997, among Ventura, Steven H. Santini and Association for Advanced Training in the Behavioral Sciences, Incorporated by Reference to the Company's Registration Statement on Form S-1.
2 10.23 Agreement to Purchase Assets, dated August 26, 1997, among Academic Review, Inc., an Illinois corporation, Academic Review, Inc., a California corporation and Steven H. Santini, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.24 Purchase and Sale Agreement, dated August 31, 1998, between University of Sarasota, Inc. and Michael C. Markovitz, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.25 Software License and Service Agreement, dated March 31, 1998, between SCT Software & Resource Management Corporation and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.26 Purchase of Services Agreement, dated January 1, 1998, between Illinois Alternatives, Inc. and the Company, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.27 Form of Distribution Loan note, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.28 Employment Agreement, dated February 10, 1999, between the Company and Dr. Markovitz, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.29 Indemnification Agreement, dated February 10, 1999, between the Company and Dr. Markovitz, Incorporated by Reference to the Company's Registration Statement on Form S-1. 10.30* Management Agreement between Argosy Education Group, Inc. and John Marshall Law School of Georgia. 23.1 Consent of Arthur Andersen LLP with respect to financial statements of Argosy Education Group, Inc. 27. Financial data schedule.
- -------- * Filed previously. (b) Reports on Form 8-K. During the last quarter of the period covered by this Form 10-K, the Company did not file any current reports on Form 8-K. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 18th day of March, 1999. ARGOSY EDUCATION GROUP, INC. /s/ Charles T. Gradowski By: _________________________________ Charles T. Gradowski Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Harold J. O'Donnell President and a Director November 29, 1999 ____________________________________ Harold J. O'Donnell /s/ Michael C. Markovitz Chairman of the Board November 29, 1999 ____________________________________ Michael C. Markovitz /s/ Charles T. Gradowski Chief Financial Officer November 29, 1999 ____________________________________ (Principal Financial and Charles T. Gradowski Accounting Officer) /s/ Theodore J. Herst Director November 29, 1999 ____________________________________ Theodore J. Herst /s/ Karen M. Knab Director November 29, 1999 ____________________________________ Karen M. Knab /s/ Michael W. Mercer Director November 29, 1999 ____________________________________ Michael W. Mercer /s/ Kalman K. Shiner Director November 29, 1999 ____________________________________ Kalman K. Shiner /s/ Leslie M. Simmons Director November 29, 1999 ____________________________________ Leslie M. Simmons
4 EX-23.1 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the Company's previously filed Registration Statements File No.'s 333-77695 and 333-77697. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Chicago, Illinois December 15, 1999 EX-27 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from THE BALANCE SHEET, STATEMENT OF OPERATIONS AND CASH FLOWS and is qualified in its entirety by reference to such financial statements. 1,000 YEAR AUG-31-1999 SEP-01-1998 AUG-31-1999 8,980 6,027 1,909 316 0 17,924 8,232 2,615 34,319 5,107 0 0 0 69 25,535 34,319 0 36,866 0 32,361 6 0 567 4,627 44 4,583 0 0 0 4,583 .78 .78
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