UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

APOLLO GROUP, INC.

Options to Purchase Shares of Class A Common Stock, no Par Value
(Title of Class of Securities)

037604105
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Joseph L. D’Amico
Chief Financial Officer
Apollo Group, Inc.
4615 East Elwood Street
Phoenix, Arizona 85040
(480) 966-5394
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
S. James DiBernardo, Esq.
Jill Mather Bartow, Esq.
Morgan, Lewis, & Bockius LLP
Two Palo Alto Square
Palo Alto, California 94306
(650) 843-4000

CALCULATION OF FILING FEE

Transaction valuation*		Amount of filing fee**
$53,745,480.00		$1,649.99

*

The “transaction valuation” set forth above is based on the Black-Scholes option valuation model, and assumes that all outstanding options eligible for tender covering an aggregate of 2,068,679 shares of Class A common stock of Apollo Group, Inc. will be amended pursuant to this offer, which may not occur.

**

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No. 5 for fiscal year 2007, equals $30.70 per $1,000,000 of transaction valuation. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose.

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		Not applicable.
Form or Registration No.:		Not applicable.
Filing party:		Not applicable.
Date filed:		Not applicable.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which the statement relates:

	o		third party tender offer subject to Rule 14d-1.
	þ		issuer tender offer subject to Rule 13e-4.
	o		going-private transaction subject to Rule 13e-3.
	o		amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer. o

 

 

ITEM 1. SUMMARY TERM SHEET.

The information set forth under “Summary Term Sheet” in the Offer to Amend or Replace Eligible Options, dated June 13, 2007 (the “Offer to Amend or Replace”), attached hereto as Exhibit (a)(1), is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The name of the issuer is Apollo Group, Inc., an Arizona corporation (the “Company”); the address of its principal executive offices is 4615 East Elwood Street, Phoenix, Arizona 85040; and its telephone number is (480) 966-5394. The information set forth in the Offer to Amend or Replace under Section 11 (“Information Concerning Apollo Group”) is incorporated herein by reference.

(b) This Tender Offer Statement on Schedule TO relates to an offer by the Company to amend or replace outstanding “Eligible Options” (as defined in the Offer to Amend or Replace attached hereto as Exhibit (a)(1)) held by current employees subject to taxation in the United States so that those options will not be subject to adverse tax consequences under Internal Revenue Code Section 409A. Each eligible participant may elect to amend his or her Eligible Options to increase the exercise price per share of the Company’s Class A common stock, no par value, purchasable thereunder and become eligible to receive a special Cash Bonus (as defined in the Offer to Amend or Replace) from the Company, all upon the terms and subject to the conditions set forth in the Offer to Amend or Replace and the related Election Form attached hereto as Exhibit (a)(18) (the “Election Form”) and the Stock Option Amendment and Special Bonus Agreement (the “Amendment Agreement” and, together with the Offer to Amend or Replace and the Election Form, as they may each be amended or supplemented from time to time, the “Offer”). Certain tendered Eligible Options may, in lieu of such amendment, be canceled and replaced with new options that will be exactly the same as the canceled options but will avoid adverse tax consequences under Section 409A. The Offer is currently set to expire at 11:59 p.m. Eastern Daylight Time on July 12, 2007 but may be extended (the “Expiration Date”). As of June 12, 2007, Eligible Options to purchase 2,068,679 shares of the Company’s Class A common stock were outstanding.

The information set forth in the Offer to Amend or Replace on the introductory pages and under “Summary Term Sheet,” Section 1 (“Eligible Optionees; Eligible Options; Amendment of Eligible Options and Cash Bonus; New Options; Expiration Date; Additional Considerations”), Section 3 (“Status of Eligible Options Not Amended or Replaced”), Section 6 (“Acceptance of Eligible Options for Amendment or Replacement and Commitment to Pay Cash Bonus With Respect to Amended Options”) and Section 9 (“Source and Amount of Consideration; Terms of Amended Options or New Options”) is incorporated herein by reference.

(c) The information set forth in the Offer to Amend or Replace under Section 8 (“Price Range of Common Stock Underlying the Options”) is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) The Company is the filing person. The information set forth under Item 2(a) above is incorporated herein by reference. The information set forth in Schedule I to the Offer to Amend or Replace (“Information Concerning the Directors and Executive Officers of Apollo Group, Inc.”) is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in the Offer to Amend or Replace on the introductory pages and under “Summary Term Sheet,” Section 1 (“Eligible Optionees; Eligible Options; Amendment of Eligible Options and Cash Bonus; New Options; Expiration Date; Additional Considerations”), Section 3 (“Status of Eligible Options Not Amended or Replaced”), Section 4 (“Procedures for Tendering Eligible Options”), Section 5 (“Withdrawal Rights”), Section 6 (“Acceptance of Eligible Options for Amendment or Replacement and Commitment to Pay Cash Bonus With Respect to Amended Options”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Consideration; Terms of Amended Options or New Options”), Section 10 (“Amended Options and New Options Will Not Differ from Eligible Options”), Section 13 (“Status of Options Accepted by Us in the Offer; Accounting Consequences of the Offer”), Section 14 (“Legal Matters; Regulatory Approvals”), Section 15 (“Material U.S. Federal Income Tax Consequences”), Section 16 (“Extension of the Offer; Termination; Amendment”) and Section 19 (“Forward-Looking Statements; Miscellaneous”), is incorporated herein by reference.

(b) The information set forth in the Offer to Amend or Replace under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.

(a) The information set forth in the Offer to Amend or Replace under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference. The Apollo Group, Inc. Long Term Incentive Plan and the Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan, pursuant to which the Eligible Options have been granted are attached hereto as Exhibits (d)(1) and (d)(2), respectively, and contain information regarding the subject securities.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) The information set forth in the Offer to Amend or Replace under Section 2 (“Purpose of the Offer”) is incorporated herein by reference.

(b) The information set forth in the Offer to Amend or Replace under Section 6 (“Acceptance of Eligible Options for Amendment or Replacement and Commitment to Pay Cash Bonus With Respect to Amended Options”) and Section 13 (“Status of Options Accepted by Us in the Offer; Accounting Consequences of the Offer”) is incorporated herein by reference.

(c) The information set forth in the Offer to Amend or Replace under “Section 1 (“Eligible Optionees; Eligible Options; Amendment of Eligible Options and Cash Bonus; New Options; Expiration Date; Additional Considerations”) is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the Offer to Amend or Replace under Section 9 (“Source and Amount of Consideration; Terms of Amended Options or New Options”) and Section 17 (“Fees and Expenses”) is incorporated herein by reference.

(b) The information set forth in the Offer to Amend or Replace under Section 7 (“Conditions of the Offer”) is incorporated herein by reference.

(d) Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) The information set forth in the Offer to Amend or Replace under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference.

(b) The information set forth in the Offer to Amend or Replace under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

(a) The information set forth in the Offer to Amend or Replace under Section 11 (“Information Concerning Apollo Group”) and Section 18 (“Additional Information”) is incorporated herein by reference. Item 8 (“Financial Statements and Supplementary Data”) of the Company’s Annual Report on Form 10-K for its fiscal year ended August 31, 2006 is incorporated herein by reference. Item 1 (“Financial Statements (Unaudited)”) of the Company’s Quarterly Report on Form 10-Q/A for its fiscal quarter ended February 28, 2007 is incorporated herein by reference.

(b) Not applicable.

(c) Summary Information. The information set forth in the Offer to Amend or Replace under Section 11 (“Information Concerning Apollo Group”) is incorporated herein by reference.

ITEM 11. ADDITIONAL INFORMATION.

(a) The information set forth in the Offer to Amend or Replace under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) and Section 14 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b) Not applicable.

ITEM 12. EXHIBITS.

		(a)(1)		Offer to Amend or Replace Eligible Options, dated June 13, 2007.
		(a)(2)		Email to Current Employees dated May 17, 2007, re Resumption of Stock Option Exercises and Possible Tender Offer for Post-2004 Vested Options.*
		(a)(3)		Email Announcement of Offer to Amend or Replace Eligible Options, dated June 13, 2007.
		(a)(4)		Employee Webcast.
		(a)(5)		Frequently Asked Questions.
		(a)(6)		Screenshot of Login Page to Offer website at https://apol.equitybenefits.com.
		(a)(7)		Screenshot of Welcome Page to Offer website at https://apol.equitybenefits.com (screenshots 1-4).
		(a)(8)		Screenshot of Electronic Election Form (screenshots 1-2).
		(a)(9)		Screenshot of Election Amendment Review.
		(a)(10)		Screenshot of Agreement to Terms of Election (screenshots 1-3).
		(a)(11)		Screenshot of Print Confirmation (screenshots 1-2).
		(a)(12)		Screenshot of Election Confirmation Statement.
		(a)(13)		Instructions to Electronic Election Form.
		(a)(14)		Form of Stock Option Amendment and Special Bonus Agreement.
		(a)(15)		Form of Option Cancellation and Regrant Agreement.
		(a)(16)		Form of Acknowledgement of Receipt of Paper Election Form.
		(a)(17)		Form of Email Reminder of Expiration Date.
		(a)(18)		Paper Election Form.
		(a)(19)		Email to Individuals Choosing Not to Tender Eligible Options.
		(a)(20)		Form of Notice of Expiration of Offer, Amendment of Eligible Options and Commitment to Pay Cash Bonus.
		(a)(21)		Material Income Tax Consequences for Eligible Optionees Subject to Taxation Outside of the United States.**
		(a)(22)		Apollo Group, Inc. Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2007, is incorporated herein by reference.
		(a)(23)		Apollo Group, Inc. Quarterly Report on Form 10-Q/A for the fiscal quarter ended February 28, 2007, filed with the SEC on May 25, 2007, is incorporated herein by reference.
		(b)		Not applicable.
		(d)(1)		Apollo Group, Inc. Long Term Incentive Plan is incorporated herein by reference from Exhibit 10.3 to Form S-1, filed with the SEC on March 7, 1997.
		(d)(2)		Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan.
		(g)		Not applicable.
		(h)		Not applicable.
		*		Previously filed with the Schedule TO-C filed with the SEC on May 17, 2007, and incorporated herein by reference.
		**		To be filed by amendment.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

     (a) Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

INDEX OF EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION
(a)(1)		Offer to Amend or Replace Eligible Options, dated June 13, 2007.
(a)(2)		Email to Current Employees dated May 17, 2007, re Resumption of Stock Option Exercises and Possible Tender Offer for Post-2004 Vested Options.*
(a)(3)		Email Announcement of Offer to Amend or Replace Eligible Options, dated June 13, 2007.
(a)(4)		Employee Webcast.
(a)(5)		Frequently Asked Questions.
(a)(6)		Screenshot of Login Page to Offer website at https://apol.equitybenefits.com.
(a)(7)		Screenshot of Welcome Page to Offer website at https://apol.equitybenefits.com (screenshots 1-4).
(a)(8)		Screenshot of Electronic Election Form (screenshots 1-2).
(a)(9)		Screenshot of Election Amendment Review.
(a)(10)		Screenshot of Agreement to Terms of Election (screenshots 1-3).
(a)(11)		Screenshot of Print Confirmation (screenshots 1-2).
(a)(12)		Screenshot of Election Confirmation Statement.
(a)(13)		Instructions to Electronic Election Form.
(a)(14)		Form of Stock Option Amendment and Special Bonus Agreement.
(a)(15)		Form of Option Cancellation and Regrant Agreement.
(a)(16)		Form of Acknowledgement of Receipt of Paper Election Form.
(a)(17)		Form of Email Reminder of Expiration Date.
(a)(18)		Paper Election Form.
(a)(19)		Email to Individuals Choosing Not to Tender Eligible Options.
(a)(20)		Form of Notice of Expiration of Offer, Amendment of Eligible Options and Commitment to Pay Cash Bonus.
(a)(21)		Material Income Tax Consequences for Eligible Optionees Subject to Taxation Outside of the United States.**
(a)(22)		Apollo Group, Inc. Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2007, is incorporated herein by reference.
(a)(23)		Apollo Group, Inc. Quarterly Report on Form 10-Q/A for the fiscal quarter ended February 28, 2007, filed with the SEC on May 25, 2007, is incorporated herein by reference.
(b)		Not applicable.
(d)(1)		Apollo Group, Inc. Long Term Incentive Plan is incorporated herein by reference from Exhibit 10.3 to Form S-1, filed with the SEC on March 7, 1997.
(d)(2)		Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan.
(g)		Not applicable.
(h)		Not Applicable.