UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
Strayer Education, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
863236105
(CUSIP Number)
James T. Byrnes, Jr. with copies to:
Taunus Corporation Timothy Goodell, Esq.
31 West 52nd Street White & Case LLP
New York, New York 10019 1155 Avenue of the Americas
212-469-5000 New York, NY 10036
212-819-8200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 21, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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CUSIP No. 863236105 SCHEDULE 13D/A Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Taunus Corporation* I.R.S. Identification No. 13-4060471
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 11,867
BY EACH REPORTING PERSON
WITH ------- ------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
10,475
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,867
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%
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14 TYPE OF REPORTING PERSON
CO
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* In accordance with Release No. 34-39538 (January 12, 1998), this filing
reflects the securities beneficially owned by Taunus Corporation, a holding
company that is a wholly owned subsidiary of Deutsche Bank A.G. Taunus
Corporation is a separate operating unit of Deutsche Bank A.G. This filing does
not reflect securities beneficially owned by any other business unit of Deutsche
Bank A.G., and Taunus Corporation expressly disclaims beneficial ownership of
any such securities.
CUSIP No. 863236105 SCHEDULE 13D/A Page 3 of 4 Pages
SCHEDULE 13D/A
Strayer Education, Inc.
This Amendment No. 5 amends and terminates the Schedule 13D filed on March
26, 2001 ("Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed
on May 21, 2001 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed on
October 9, 2002 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed on
November 15, 2002 ("Amendment No. 3") and as further amended by Amendment No. 4
to Schedule 13D filed on November 21, 2002 ("Amendment No. 4"), relating to the
shares of common stock, $0.01 par value per share ("Common Stock"), of Strayer
Education, Inc., a Maryland corporation (the "Company"), the principal executive
offices of which are located at 1025 15th Street, N.W. Washington D.C. 20005.
Terms not otherwise defined herein shall have the respective meaning given to
such terms in the Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No.
3 or Amendment No. 4, as applicable.
This Amendment No. 5 to the Schedule 13D terminates the filing obligations
of Taunus Corporation ("Taunus"), because Taunus is currently the beneficial
owner of less than 5% of the Common Stock. As part of the transaction among DB
Capital Partners L.P., MidOcean Partners, L.P. (the "Buyer") and various other
parties on February 21, 2003, the securities positions held by DB Capital
Partners L.P. were transferred to the Buyer.
Item 5. Interest in Securities of the Issuer
The response to this item is deleted in its entirety and replaced by the
following:
"(a) As of the date of this Amendment No. 5, Taunus may be deemed to be the
beneficial owner of 6,615 shares of Common Stock owned by Deutsche Bank
Securities Inc. ("DBSI") (formerly known as Deutsche Banc Alex. Brown Inc.), a
wholly-owned subsidiary of Taunus. In addition, Taunus may be deemed to be the
beneficial owner of 4,952 shares of Common Stock owned by Deutsche Bank Trust
Company Americas ("DBTCA"), a wholly-owned subsidiary of Taunus. Taunus also may
be deemed to be the beneficial owner of 300 shares of Common Stock owned by
Deutsche Bank AG, London Branch ("DBAG London"), a wholly-owned subsidiary of
Taunus, which when aggregated with the 6,615 and 4,952 shares of Common Stock
which Taunus may be deemed to beneficially own as a result of the beneficial
ownership of DBSI and DBTCA, constitutes beneficial ownership by Taunus of
approximately 0.11% of the total number of the shares of outstanding Common
Stock. Accordingly, Taunus's obligation to file reports on Schedule 13D has
terminated.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) As of February 21, 2003, Taunus ceased to be the beneficial owner of
more than five percent of the shares of Common Stock."
CUSIP No. 863236105 SCHEDULE 13D/A Page 4 of 4 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: February 25, 2003
TAUNUS CORPORATION
By: /s/JAMES WILHELM
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Name: James Wilhelm
Title: Assistant Secretary
By: /s/SONJA K. OLSEN
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Name: Sonja K. Olsen
Title: Assistant Secretary