I:\W-CO\34976\000\8-K2.wpd
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 13, 2002
WHITMAN EDUCATION GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 1-13722 22-2246554
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
4400 Biscayne Boulevard, Miami, Florida 33137
(Address of Principal Executive Offices) (Zip Code)
(305) 575-6510
(Registrant's Telephone Number, Including Area Code)
1
ITEM 9. REGULATION FD DISCLOSURE
This Current Report on Form 8-K/A is being furnished by Whitman Education
Group, Inc. (the "Company") pursuant to Item 9 of Form 8-K to correct a
typographical error contained in the Current Report on Form 8-K furnished by the
Company on May 13, 2002. The information in the prior report concerning the
Company's outlook for its 2003 fiscal year included the Company's expected
operating profits for the 2003 fiscal year, stating, however, that the estimate
was for the Company's 2002 fiscal year instead of its 2003 fiscal year. The
information concerning the Company's expected operating profits was correctly
reflected in the presentation materials furnished as an Exhibit to the prior
report.
The information in this Report is furnished pursuant to Item 9 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section. The Company has elected to furnish this information
in this Report and make the information available to the general investing
public. This report will not be deemed an admission as to the materiality of any
information in the Report.
FORWARD-LOOKING STATEMENTS AND QUALIFICATIONS
Sections of this Report contain statements that are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 (the
"Securities Act") and Section 21E of the Exchange Act, and the Company intends
that such forward-looking statements be subject to the safe harbors created
thereby. Statements in this Report containing the words "estimate," "expect,"
and similar expressions as well as statements concerning anticipated financial
performance may be deemed forward-looking statements. These statements are based
on the Company's current expectations and beliefs concerning future events that
are subject to risks and uncertainties. Actual results may differ materially
from the results suggested herein and from the results historically experienced.
We wish to caution you that in addition to the important factors described in
the Company's Annual Report on Form 10-K, the following important factors, among
others, sometimes have affected, and in the future could affect, the Company's
actual results and could cause the Company's actual consolidated results to
differ materially from those expressed in any forward-looking statements made by
the Company: (i) the Company's plans, strategies, objectives, expectations and
intentions are subject to change at any time at the Company's discretion; (ii)
the effect of, and the Company's ability to comply with, state and federal
government regulations regarding education and accreditation standards, or the
interpretation or application thereof, including the level of government funding
for, and the Company's eligibility to participate in, student financial aid
programs; (iii) the Company's ability to assess and meet the educational needs
and demands of the Company's customers and their employers; (iv) the effect of
competitive pressures from other educational institutions; (v) the Company's
ability to execute its growth strategy and manage planned internal growth; (vi)
the Company's ability to locate, obtain and finance favorable school sites,
negotiate acceptable lease terms, and hire and train employees; (vii) the effect
of economic conditions in the postsecondary education industry and in the
economy generally; (viii) the Company's ability to adapt to technological
developments, including Internet-based curricula; (ix) the role of the
Department of Education's, Congress' and the public's perception of for-profit
education as it relates to changes in the Higher Education Act and regulations
promulgated thereunder; (x) the effect of changes in taxation and other
government regulations.
2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHITMAN EDUCATION GROUP, INC.
Date: May 13, 2002 /s/ Fernando L. Fernandez
Vice President of Finance, Chief
Financial Officer, Treasurer and
Secretary