UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Laureate Education, Inc.
------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
------------------------------------
(Title of Class of Securities)
518613104
------------------------------------
(CUSIP Number)
September 16, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 10 Pages
CUSIP No. 518613104 13G Page 2 of 10 Pages
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Ackerman-Walden Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
Don E. Ackerman, is the President and a Director of Ackerman-Walden, Inc.
("AWI"), a Florida corporation, the sole general partner of Ackerman-Walden
Limited Partnership ("AWLP"). Mr. Ackerman is also the sole Trustee and
beneficiary of the Don E. Ackerman Trust dated 12/14/96, as amended (the
"Trust") which is the sole shareholder of AWI. Mr. Ackerman is the husband
of Virginia Jean Ackerman, who owns 12,755 shares of Laureate Education,
Inc. common stock. Mrs. Ackerman has sole voting and dispositive authority
over such shares and AWLP, AWI and Mr. Ackerman disclaim the existence of a
group with her.
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF 5. SOLE VOTING POWER
SHARES 2,487,245 Shares
BENEFICIALLY
OWNED BY --------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING 0 Shares
PERSON
WITH --------------------------------------------
7. SOLE DISPOSITIVE POWER
2,487,245 Shares
--------------------------------------------
8. SHARED DISPOSITIVE POWER
0 Shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,487,245 Shares
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
The aggregate amount excludes 12,755 shares over which Mrs. Ackerman
has sole voting and dispositive authority.
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
%5.2
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12. TYPE OF REPORTING PERSON*
PN
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Page 2 of 10 Pages
CUSIP No. 518613104 13G Page 3 of 10 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ackerman-Walden, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
Don E. Ackerman, is the President and a Director of Ackerman-Walden, Inc.
("AWI"), a Florida corporation, the sole general partner of Ackerman-Walden
Limited Partnership ("AWLP"). Mr. Ackerman is also the sole Trustee and
beneficiary of the Don E. Ackerman Trust dated 12/14/96, as amended (the
"Trust") which is the sole shareholder of AWI. Mr. Ackerman is the husband
of Virginia Jean Ackerman, who owns 12,755 shares of Laureate Education,
Inc. common stock. Mrs. Ackerman has sole voting and dispositive authority
over such shares and AWLP, AWI and Mr. Ackerman disclaim the existence of a
group with her.
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,487,245 Shares
BENEFICIALLY
OWNED BY ----------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING 0 Shares
PERSON
WITH ----------------------------------------------
7. SOLE DISPOSITIVE POWER
2,487,245 Shares
----------------------------------------------
8. SHARED DISPOSITIVE POWER
0 Shares
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,487,245 Shares
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
The aggregate amount excludes 12,755 shares over which Mrs. Ackerman
has sole voting and dispositive authority.
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
%5.2
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
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Page 3 of 10 pages
CUSIP No. 518613104 13G Page 4 of 10 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Don E. Ackerman
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
Don E. Ackerman, is the President and a Director of Ackerman-Walden, Inc.
("AWI"), a Florida corporation, the sole general partner of Ackerman-Walden
Limited Partnership ("AWLP"). Mr. Ackerman is also the sole Trustee and
beneficiary of the Don E. Ackerman Trust dated 12/14/96, as amended (the
"Trust") which is the sole shareholder of AWI. Mr. Ackerman is the husband
of Virginia Jean Ackerman, who owns 12,755 shares of Laureate Education,
Inc. common stock. Mrs. Ackerman has sole voting and dispositive authority
over such shares and AWLP, AWI and Mr. Ackerman disclaim the existence of a
group with her.
--------------------------------------------------------------------------------
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,487,245 Shares
BENEFICIALLY
OWNED BY ----------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING 0 Shares
PERSON
WITH ----------------------------------------------
7. SOLE DISPOSITIVE POWER
2,487,245 Shares
----------------------------------------------
8. SHARED DISPOSITIVE POWER
0 Shares
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,487,245 Shares
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
The aggregate amount excludes 12,755 shares over which Mrs. Ackerman
has sole voting and dispositive authority.
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
%5.2
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
Page 4 of 10 pages
Item 1(a) Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is
Laureate Education, Inc. (the "Company").
Item 1(b) Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located at:
1001 Fleet Street
Baltimore, Maryland 21202
Item 2(a) Name of Person Filing
This statement is being filed jointly by Ackerman-Walden Limited
Partnership, a Florida limited partnership ("AWLP"), Ackerman-Walden, Inc.,
a Florida corporation ("AWI") and Don E. Ackerman. Don E. Ackerman is the
President and a Director of AWI and the sole Trustee and beneficiary of the
Don E. Ackerman Trust dated 12/14/96, as amended (the "Trust") which is the
sole shareholder of AWI. AWI is the sole general partner of AWLP. All of
the shares of common stock, par value $.01 per share, of the Company that
were beneficially owned by the reporting persons were held directly by
AWLP.
Item 2(b) Address of Principal Business Office or, if none, Residence
The principal business address of each of AWLP, AWI and Don E. Ackerman is
c/o Chandelle Ventures Inc., 24311 Walden Center Drive, Suite 300, Bonita
Springs, FL 34134.
Item 2(c) Citizenship
Each of AWLP and AWI is organized under the laws of the State of Florida.
Don E. Ackerman is a citizen of the United States of America.
Item 2(d) Title of Class of Securities
The class of equity securities of the Company to which this filing on
Schedule 13G relates is Common Stock, par value $0.01 per share ("Common
Stock").
Item 2(e) CUSIP Number
The CUSIP number of the Company's Common Stock is 518613104.
Item 3 If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
Page 5 of 10 Pages
(e) [ ] An investment adviser in accordance with ss.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d 1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4 Ownership
Item 4(a) Amount beneficially owned
As of the close of business on September 16, 2004, AWLP owned 2,487,245
shares of Common Stock of the Company. AWI is the sole general partner of
AWLP. Don E. Ackerman is the President and a Director of AWI and the sole
Trustee and beneficiary of the Trust which is the sole shareholder of AWI.
All of the shares of Common Stock that were beneficially owned by AWI and
Don E. Ackerman were held directly by AWLP.
Item 4(b) Percent of Class
As of the close of business on September 16, 2004, AWLP owned 5.2% of the
Common Stock outstanding of the Company. AWI is the sole general partner of
AWLP. Don E. Ackerman is the President and a Director of AWI and the sole
Trustee and beneficiary of the Trust which is the sole shareholder of AWI.
Through these relationships, each of AWI and Don E. Ackerman may be deemed
to indirectly beneficially own 5.2% of the Common Stock outstanding of the
Company.
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
AWLP 2,487,245
AWI 2,487,245
Don E. Ackerman 2,487,245
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
AWLP 2,487,245
AWI 2,487,245
Don E. Ackerman 2,487,245
(iv) shared power to dispose or to direct the disposition of: 0
Page 6 of 10 Pages
Item 5 Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Various other persons have the right to receive or the power to direct the
receipt of dividends from, or proceeds from sale of, the securities whose
ownership is reported on this schedule. No one such other person's interest
in such securities relates to more than five percent of the class.
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group
Not Applicable.
Item 9 Notice of Dissolution of Group
Not Applicable.
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Page 7 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 24, 2004
ACKERMAN-WALDEN LIMITED PARTNERSHIP
By: Ackerman-Walden, Inc., its General Partner
By: /s/ Don E. Ackerman
--------------------------------
Name: Don E. Ackerman
Title: President
ACKERMAN-WALDEN, INC.
By: /s/ Don E. Ackerman
--------------------------------
Name: Don E. Ackerman
Title: President
/s/ Don E. Ackerman
-------------------------------------
Don E. Ackerman
Page 8 of 10 Pages
EXHIBIT INDEX
Exhibit 1 Agreement Regarding the Joint Filing of Schedule 13G
Page 9 of 10 Pages