- Current report filing (8-K)
June 22 2009 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 22, 2009
(Exact name of registrant as specified in its charter)
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Arizona
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0-25232
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86-0419443
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4025 S. Riverpoint Parkway, Phoenix,
Arizona
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85040
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (480) 966-5394
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
On June 22, 2009, Apollo UK Acquisition Company Limited (Acquisition Company) and BPP
Holdings plc (BPP) issued a joint press release announcing that BPP is mailing to its
shareholders the scheme document (the Scheme Document) relating to the offer by Acquisition
Company to acquire BPP. Acquisition Company is a wholly-owned subsidiary of Apollo Global, Inc., which is an 80.1% owned subsidiary of Apollo Group, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The Scheme Document contains notices of the Court Meeting and General Meeting of BPP
shareholders required to approve the scheme of arrangement through which Acquisition Companys
offer for BPP is being implemented (the Scheme), a unanimous recommendation of the directors of
BPP that shareholders vote in favor of the resolutions to be proposed at the Court Meeting and the
General Meeting and other information relating to the Scheme. A copy of the Scheme Document is
furnished as Exhibit 99.2 to this Form 8-K.
The information in Item 7.01of this Form 8-K and Exhibit 99.1 furnished herewith shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities under that section, nor shall they be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in any such filing.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided herewith:
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Exhibit Number
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Description
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99.1
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Text of press release issued by Apollo UK Acquisition Company Limited and BPP Holdings plc,
dated June 22, 2009.
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99.2
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Scheme Document.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Apollo Group, Inc.
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June 22, 2009
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By:
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/s/ Brian L. Swartz
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Name:
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Brian L. Swartz
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Title:
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Senior Vice President, Chief Financial
Officer and Treasurer
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3
Exhibit Index
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Exhibit No.
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Description
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99.1
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Text of press release issued by Apollo UK Acquisition Company
Limited and BPP Holdings plc, dated June 22, 2009.
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99.2
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Scheme Document.
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