SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
WHITMAN EDUCATION GROUP, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
966524-10-0
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(Cusip Number)
Richard C. Pfenniger, Jr., 4400 Biscayne Boulevard, Miami, FL 33137
(305) 575-6510
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 2003
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(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 the Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
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.
(Continued on following page(s))
CUSIP No. 966524-10-0 13D Page 2
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PHILLIP FROST, M.D.
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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*
OO
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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
USA
--------------------- ----- ----------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY 412,500
OWNED BY EACH
REPORTING PERSON
WITH
----- ----------------------------------------------------
8 SHARED VOTING POWER
3,971,028
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9 SOLE DISPOSITIVE POWER
412,500
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,971,028
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,383,528
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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)
29.6%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 966524-10-0 13D Page 3
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FROST-NEVADA INVESTMENTS TRUST
IRS I.D. #59-2749083
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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*
OO
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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
FLORIDA
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--------------------- ----- ----------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON
WITH
--------------------- ----- ----------------------------------------------------
8 SHARED VOTING POWER
3,971,028
--------------------- ----- ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------- ----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,971,028
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,971,028
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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)
27.5%
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14 TYPE OF REPORTING PERSON
OO
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Item 1. Security and Issuer.
This Amendment No. 5 to the Schedule 13D previously filed by Phillip Frost,
M.D., Frost-Nevada, Limited Partnership (the "Partnership"), and Frost-Nevada
Corporation (the "Corporation"), is filed by Phillip Frost, M.D. and
Frost-Nevada Investments Trust (the "Trust") (collectively, the "Reporting
Persons"), with respect to Common Stock, no par value (the "Shares") of Whitman
Education Group, Inc. (the "Issuer"). The principal executive officers of the
Issuer are located at 4400 Biscayne Boulevard, Miami, Florida, 33137-3227.
Information regarding each of the Reporting Persons is set forth below.
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety as follows:
Dr. Frost's present principal occupation is as Chairman of the Board of
Directors and Chief Executive Officer of IVAX Corporation, a Florida
corporation, which through its subsidiaries is engaged primarily in the
research, development, manufacturing, marketing and distribution of health care
products. Dr. Frost's principal business address is 4400 Biscayne Boulevard,
Miami, Florida 33137.
The Trust is a trust organized under the laws of the State of Florida. The
Trust's principal business address is 4400 Biscayne Boulevard, Miami, Florida
33137.
To the best knowledge of each of the Reporting Persons, neither such
Reporting Person has been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors), or was a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activity subject to, federal or
state securities laws or finding any violation with respect to such laws during
the last five years. Dr. Frost is a citizen of the United States.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended in its entirety and restated as follows:
Amount of Shares Percentage
Name Beneficially Owned Class*
------ ------------------- -----------
Phillip Frost, M.D. 4,383,528 29.6%
Frost-Nevada Investments Trust 3,971,028** 27.5%
____________________________
* Based on 14,423,553 Shares outstanding on March 24, 2003, as confirmed by
Issuer, and assumes for Dr. Frost the exercise by Dr. Frost of options
to purchase 402,500 Shares.
** These Shares, previously held by the Partnership, are now held by the
Trust, of which Dr. Frost is the sole trustee and the Partnership is the
sole and exclusive beneficiary.
None of the Reporting Persons has engaged in any transaction involving
Shares of the Issuer during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 is amended and restated as follows:
On March 26, 2003, the Issuer entered into an Agreement and Plan of Merger
by and among Career Education Corporation ("CEC"), a Delaware corporation,
Marlin Acquisition Corp. ("Merger Sub"), a Florida corporation and wholly-owned
subsidiary of CEC, and the Issuer, pursuant to which CEC will acquire the Issuer
through the merger of the Issuer with and into Merger Sub (the "Merger"). In
connection with the Merger, Dr. Frost, the Trust and certain other shareholders
of the Issuer entered into a voting agreement (the "Voting Agreement") with CEC,
a copy of which is attached hereto as Exhibit 2. In accordance with the Voting
Agreement, Dr. Frost and the Trust have agreed to vote the Shares in support of
the Merger and against any other transaction in accordance with the provisions
of the Voting Agreement. Further, the terms of the Voting Agreement prohibit Dr.
Frost and the Trust from selling, pledging or otherwise disposing of the Shares
and any other Shares which they may later acquire during the term set forth in
the Voting Agreement. The effect of the Voting Agreement is to increase the
likelihood that the shareholders of the Issuer will approve the Merger Agreement
and the Merger. There can be no assurances, however, that the shareholders of
the Issuer will approve the Merger Agreement and the Merger, or that, if such
approval is in fact, obtained, the Merger will be consummated. The foregoing
summary of the Voting Agreement is qualified in its entirety by reference to the
full agreement, a copy of which may be found as Exhibit 2 attached hereto.
Except as described herein, none of the Reporting Persons is a party to any
contract, arrangement, understanding of relationship with any person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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1. Joint Filing Agreement
2. Voting Agreement.
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
/s/Phillip Frost, M.D.
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Date: April 1, 2003 Phillip Frost, M.D.
FROST-NEVADA INVESTMENTS
TRUST
/s/Phillip Frost, M.D.
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Date: April 1, 2003 Phillip Frost, M.D.
Trustee
EXHIBIT 1
The undersigned hereby agree that this Amendment to the Schedule 13D filed
by us with respect to the Common Stock of Whitman Education Group, Inc. is filed
on behalf of each of us.
/s/Phillip Frost, M.D.
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Date: April 1, 2003 Phillip Frost, M.D.
FROST-NEVADA INVESTMENTS
TRUST
/s/Phillip Frost, M.D.
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Date: April 1, 2003 Phillip Frost, M.D.
Trustee
EXHIBIT 2
VOTING AGREEMENT