-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OltEHP3KQE47tAFceEUlx/0Ss3mmpxgDMGfhwh4/JLJSvRR9N9P9PAm4ALwejn6y J6omyJ93z7hMfbyB1asDrA== 0000936392-99-001275.txt : 19991111 0000936392-99-001275.hdr.sgml : 19991111 ACCESSION NUMBER: 0000936392-99-001275 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991110 GROUP MEMBERS: CEPHALOPOD CORPORATION GROUP MEMBERS: ET CONSOLIDATED, LLC GROUP MEMBERS: ET HOLDINGS, LLC GROUP MEMBERS: HAMPSTEAD ASSOCIATES, LLC GROUP MEMBERS: KNOWLEDGE UNIVERSE LEARNING, INC. GROUP MEMBERS: KNOWLEDGE UNIVERSE, INC. GROUP MEMBERS: KNOWLEDGE UNIVERSE, LLC GROUP MEMBERS: KU LEARNING LLC GROUP MEMBERS: KU LEARNING, LLC GROUP MEMBERS: LAWRENCE INVESTMENTS, LLC GROUP MEMBERS: LAWRENCE J. ELLISON GROUP MEMBERS: LOWELL J. MILKEN GROUP MEMBERS: MICHAEL R. MILKEN GROUP MEMBERS: MOLLUSK HOLDINGS, LLC GROUP MEMBERS: RIDGEVIEW ASSOCIATES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC CENTRAL INDEX KEY: 0000721237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 222465204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45470 FILM NUMBER: 99746112 BUSINESS ADDRESS: STREET 1: ROSE TREE CORPORATE CENTER II STREET 2: 1400 N PROVIDENCE RD STE 3055 CITY: MEDIA STATE: PA ZIP: 19063 BUSINESS PHONE: 6094829100 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KU LEARNING LLC CENTRAL INDEX KEY: 0001053451 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954663146 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 844 MORAGE DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 3104405475 MAIL ADDRESS: STREET 1: 844 MORAGE DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 AM. #2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)(1) NOBEL LEARNING COMMUNITIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 65488410 - -------------------------------------------------------------------------------- (CUSIP Number) HUGH STEVEN WILSON LATHAM & WATKINS 701 "B" STREET, SUITE 2100 SAN DIEGO, CALIFORNIA 92101-8197 (619) 236-1234 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 8, 1999 - -------------------------------------------------------------------------------- (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 that 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: [ ]. (Continued on the following pages) Page 1 of 21 Pages (1) 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. 2 SCHEDULE 13D CUSIP NO. 65488410 PAGE 2 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KU LEARNING, L.L.C. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* WC, AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 65488410 PAGE 3 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KNOWLEDGE UNIVERSE LEARNING, INC. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* WC, AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* CO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 65488410 PAGE 4 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KNOWLEDGE UNIVERSE, INC. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* WC, AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* CO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 65488410 PAGE 5 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KNOWLEDGE UNIVERSE, L.L.C. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 65488410 PAGE 6 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ET HOLDINGS, L.L.C. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 7 SCHEDULE 13D CUSIP NO. 65488410 PAGE 7 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ET CONSOLIDATED, L.L.C. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 8 SCHEDULE 13D CUSIP NO. 65488410 PAGE 8 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HAMPSTEAD ASSOCIATES, L.L.C. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 9 SCHEDULE 13D CUSIP NO. 65488410 PAGE 9 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MOLLUSK HOLDINGS, LLC 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 10 SCHEDULE 13D CUSIP NO. 65488410 PAGE 10 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CEPHALOPOD CORPORATION 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* CO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 11 SCHEDULE 13D CUSIP NO. 65488410 PAGE 11 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LAWRENCE INVESTMENTS, LLC 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 12 SCHEDULE 13D CUSIP NO. 65488410 PAGE 12 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LAWRENCE J. ELLISON 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* IN (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 13 SCHEDULE 13D CUSIP NO. 65488410 PAGE 13 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RIDGEVIEW ASSOCIATES, LLC 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] 6) CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* OO (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 14 SCHEDULE 13D CUSIP NO. 65488410 PAGE 14 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MICHAEL R. MILKEN 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] 6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* IN (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 15 SCHEDULE 13D CUSIP NO. 65488410 PAGE 15 OF 21 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LOWELL J. MILKEN 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF (7) SOLE VOTING POWER SHARES BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1) OWNED BY EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,903,500 SHARES(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%(2) 14) TYPE OF REPORTING PERSON* IN (1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN. (2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999. *SEE INSTRUCTION BEFORE FILLING OUT! 16 PAGE 16 OF 21 This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relating to Nobel Learning Communities, Inc., a Delaware corporation (the "Company"), is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Commission on January 26, 1998, as amended by Amendment No. 1 thereto filed with the Commission on June 2, 1998 (together, the "Schedule 13D"). Terms defined in the Schedule 13D and not defined herein have the same meaning as in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. The information in Item 2 is hereby amended and supplemented by adding the following thereto: This schedule is filed by Knowledge Universe Learning, Inc., a Delaware corporation ("KUL, Inc."), Knowledge Universe, Inc., a Delaware corporation ("KU, Inc."), and the Reporting Persons previously disclosed in the Schedule 13D other than EDU. Since the initial filing of the Schedule 13D, (i) EDU has been dissolved and is no longer considered a "Reporting Person," (ii) KUL, Inc. has been formed and is the sole member of KU Learning, (iii) KU, Inc. has been formed and is the sole stockholder of KUL, Inc., and (iv) Knowledge Universe has become the sole stockholder of KU, Inc. For purposes of the Schedule 13D, KUL, Inc. and KU, Inc. shall be considered "Reporting Persons" in addition to the Reporting Persons previously disclosed. The principal business of KUL, Inc. is to acquire interests in, and/or operate, other companies and businesses, primarily, but not limited to, companies and businesses engaged in education. The principal business of KU, Inc. is to act as an operating company and to acquire interests in, and/or operate, other companies and businesses, primarily, but not limited to, companies and businesses engaged in education and related industries. The principal executive offices and principal business of KUL, Inc. are located at 844 Moraga Drive, Los Angeles, California 90049. The principal executive offices and principal business of KU, Inc. are located at 844 Moraga Drive, Los Angeles, California 90049 and 150 Shoreline Drive, Redwood City, California 94065. The name, citizenship, business address, present principal occupation or employment and, if applicable, the name, principal business and address of any corporation or other organization in which such employment is conducted, of the executive officers of KUL, Inc. and KU, Inc. are set forth in Appendix I hereto, which is incorporated herein by reference. On February 24, 1998, without admitting or denying any liability, Michael Milken consented to the entry of a final judgment in the U.S. District Court for the Southern District of New York in Securities and Exchange Commission v. Michael R. Milken et al., which judgment was entered on February 26, 1998, restraining and enjoining Michael R. Milken from associating with any broker, dealer, investment advisor, investment company or municipal securities dealer and from violating Section 15(a) of the Securities Exchange Act of 1934. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information in Item 3 is hereby amended and supplemented by adding the following thereto: Since the initial filing of the Schedule 13D, the Reporting Persons have purchased an additional 600,000 shares of Common Stock (the "Additional Shares") for aggregate consideration of 17 PAGE 17 OF 21 $3,750,000 (excluding brokerage commissions) in the transaction described in Item 5. The source of funds for this transaction was KU, Inc.'s working capital, which KU, Inc. provided to KUL, Inc. as a capital contribution, and which KUL, Inc., in turn, provided to KU Learning as a capital contribution. The Additional Shares shall be considered "Shares" as such term is used in the Schedule 13D and this Amendment No. 2 thereto. ITEM 4. PURPOSE OF TRANSACTION. The information in Item 4 is hereby amended and supplemented by adding the following thereto: The Reporting Persons acquired the Additional Shares described in this Amendment No. 2 in order to increase their equity position in the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information in Item 5 is hereby amended and supplemented by adding the following thereto: The Reporting Persons may be deemed to beneficially own an aggregate of 1,903,500 shares of Common Stock (including the Proxy Shares described below), representing approximately 32.2% of the outstanding shares of Common Stock, based on 5,921,365 shares of Common Stock outstanding as of September 17, 1999 as reported in the Company's Definitive Proxy Statement on Schedule 14A filed with the Commission on October 7, 1999. KU Learning has the power to vote and dispose of 1,883,500 of such shares and, as a result of the proxy described below, the power to vote the remaining 20,000 of such shares (the "Proxy Shares") at the Company's 1999 Annual Meeting of Stockholders, or any adjournment thereof (as described below). The Reporting Persons have no power to dispose of or direct the disposition of the Proxy Shares and the Reporting Persons disclaim beneficial ownership of the Proxy Shares. Since the initial filing of the Schedule 13D, the Reporting Persons have engaged in the following transaction in shares of the Company's Common Stock: On November 8, 1999, KU Learning purchased 600,000 shares of Common Stock for aggregate consideration of $3,750,000 (or $6.25 per share) in a negotiated transaction effected by Bear Stearns Securities Corp. on the Nasdaq National Market System (the "Transaction"). KUL, Inc. and KU, Inc. may be deemed to share the powers of voting and disposition of the Shares with KU Learning because KUL, Inc. is the sole member of KU Learning, and KU, Inc. is the sole stockholder of KUL, Inc., and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share the beneficial ownership of, any shares of the Common Stock beneficially owned by KU Learning. Except as described in this Amendment No. 2, neither the Reporting Persons nor any person named in Appendix I hereto has effected transactions in the Common Stock of the Company during the past 60 days. Other than as set forth above with respect to the Proxy Shares, no person other than the 18 PAGE 18 OF 21 Reporting Persons has the right to receive or the power to direct the receipt of dividends from or, the proceeds from the sale of, the Shares of the Common Stock covered by the Schedule 13D and this Amendment No. 2. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information in Item 6 is hereby amended and supplemented by adding the following thereto: Prior to the Transaction, the 600,000 shares of Common Stock purchased by KU Learning in the Transaction together with an additional 20,000 shares of Common Stock were subject to a Proxy dated November 3, 1999 granted by Chase Manhattan Bank in favor of Robert M. Gintel to vote such shares at the Company's 1999 Annual Meeting of Stockholders, or any adjournment thereof (the "Proxy"). Mr. Gintel delivered the Proxy to KU Learning and offered to assign his rights under the Proxy to KU Learning in an Assignment of Proxy dated November 10, 1999 ("Assignment of Proxy"). A copy of the Assignment of Proxy (including the Proxy as Exhibit A thereto) is filed as Exhibit 3 to this Amendment No. 2 and is incorporated by reference herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The information in Item 7 is hereby amended and supplemented by adding the following thereto: Exhibit 3 Assignment of Proxy (including the Proxy as Exhibit A thereto) 19 PAGE 19 OF 21 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. Dated: November 10, 1999 KU LEARNING, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Assistant Secretary KNOWLEDGE UNIVERSE LEARNING, INC. a Delaware corporation /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Secretary KNOWLEDGE UNIVERSE, INC. a Delaware corporation /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Secretary KNOWLEDGE UNIVERSE, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Secretary ET HOLDINGS, L.L.C. a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Assistant Secretary 20 PAGE 20 of 21 ET CONSOLIDATED, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Assistant Secretary HAMPSTEAD ASSOCIATES, L.L.C., a Delaware limited liability company By: RIDGEVIEW ASSOCIATES, LLC a California limited liability company Its: Manager /s/ Lowell J. Milken -------------------------------------------- By: Lowell J. Milken Its: Manager MOLLUSK HOLDINGS, LLC, a California limited liability company By: CEPHALOPOD CORPORATION Its: Manager /s/ Lawrence J. Ellison -------------------------------------------- By: Lawrence J. Ellison Its: Chief Executive Officer CEPHALOPOD CORPORATION, a California Corporation /s/ Lawrence J. Ellison -------------------------------------------- By: Lawrence J. Ellison Its: Chief Executive Officer 21 PAGE 21 of 21 LAWRENCE INVESTMENTS, LLC, a California limited liability company /s/ Lawrence J. Ellison -------------------------------------------- By: Lawrence J. Ellison Its: Manager RIDGEVIEW ASSOCIATES, LLC, a California limited liability company /s/ Lowell J. Milken -------------------------------------------- By: Lowell J. Milken Its: Manager /s/ Michael R. Milken -------------------------------------------- Michael R. Milken, an individual /s/ Lowell J. Milken -------------------------------------------- Lowell J. Milken, an individual /s/ Lawrence J. Ellison -------------------------------------------- Lawrence J. Ellison, an individual 22 APPENDIX I Appendix I to the Schedule 13D is hereby amended and supplemented by adding the following thereto: The following are the names, principal occupation or employment and, if applicable, the name, principal business and address of any corporation or other organization in which such employment is conducted, of the individual directors and executive officers, if any, of each of the Reporting Persons not previously disclosed in the Schedule 13D. Each person listed below and each individual Reporting Person is a United States citizen. KNOWLEDGE UNIVERSE LEARNING, INC.
Principal Business Name and Business Address Position Occupation or Employment - ------------------------- -------- ------------------------ Lowell J. Milken Director Director and Vice Chairman of the 844 Moraga Drive Board, Knowledge Universe, Inc. Los Angeles, CA 90040 Thomas Kalisnke Director Executive employee, Knowledge 150 Shoreline Drive Chief Executive Officer Universe, Inc. Redwood City, CA 94065 Randolph Read Director Executive employee, Knowledge 844 Moraga Drive Chief Financial Officer Universe, Inc. Los Angeles, CA 90040 Stanley E. Maron Secretary Shareholder, Maron & Sandler, a 844 Moraga Drive Professional Corporation Los Angeles, CA 90040
KNOWLEDGE UNIVERSE, INC.
Principal Business Name and Business Address Position Occupation or Employment - ------------------------- -------- ------------------------- Lawrence J. Ellison Director Chief Executive Officer, Oracle Oracle Corporation Corporation 500 Oracle Parkway Redwood Shores, CA 94065 Michael R. Milken Director Chairman of the Board, Knowledge 844 Moraga Drive Chairman of the Board Universe, Inc. Los Angeles, CA 90040 Lowell J. Milken Director (See above) (See above) Vice Chairman of the Board Steven B. Fink Vice Chairman Vice Chairman and Treasurer, 844 Moraga Drive Treasurer Knowledge Universe, Inc. Los Angeles, CA 90040 Chairman of the Board and Chief Executive Officer, Nextera Enterprises, Inc. Thomas Kalisnke President (See above) (See above) Stanley E. Maron Secretary (See above) (See above)
23 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement dated as of November 10, 1999. Exhibit 2 Confidentiality Agreement dated as of May 8, 1998 between Knowledge Universe, L.L.C. and Nobel Education Dynamics, Inc. (previously filed as Exhibit 2 to Amendment No. 1 to the Schedule 13D filed with the Commission on June 2, 1998). Exhibit 3 Assignment of Proxy (including the Proxy as Exhibit A thereto) EX-1 2 EXHIBIT 1 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Nobel Learning Communities, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 10th day of November, 1999. KU LEARNING, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Assistant Secretary KNOWLEDGE UNIVERSE LEARNING, INC. a Delaware corporation /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Secretary KNOWLEDGE UNIVERSE, INC. a Delaware corporation /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Secretary 2 KNOWLEDGE UNIVERSE, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Secretary ET HOLDINGS, L.L.C. a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Assistant Secretary ET CONSOLIDATED, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron -------------------------------------------- By: Stanley E. Maron Its: Assistant Secretary HAMPSTEAD ASSOCIATES, L.L.C., a Delaware limited liability company By: RIDGEVIEW ASSOCIATES, LLC a California limited liability company Its: Manager /s/ Lowell J. Milken -------------------------------------------- By: Lowell J. Milken Its: Manager MOLLUSK HOLDINGS, LLC, a California limited liability company By: CEPHALOPOD CORPORATION Its: Manager /s/ Lawrence J. Ellison -------------------------------------------- By: Lawrence J. Ellison Its: Chief Executive Officer 3 CEPHALOPOD CORPORATION, a California Corporation /s/ Lawrence J. Ellison -------------------------------------------- By: Lawrence J. Ellison Its: Chief Executive Officer LAWRENCE INVESTMENTS, LLC, a California limited liability company /s/ Lawrence J. Ellison -------------------------------------------- By: Lawrence J. Ellison Its: Manager RIDGEVIEW ASSOCIATES, LLC, a California limited liability company /s/ Lowell J. Milken -------------------------------------------- By: Lowell J. Milken Its: Manager /s/ Michael R. Milken -------------------------------------------- Michael R. Milken, an individual /s/ Lowell J. Milken -------------------------------------------- Lowell J. Milken, an individual /s/ Lawrence J. Ellison -------------------------------------------- Lawrence J. Ellison, an individual EX-3 3 EXHIBIT 3 1 Exhibit 3 ASSIGNMENT OF PROXY The undersigned, Robert M. Gintel ("Assignor"), is the attorney, agent and proxy, with power of substitution, named in the Proxy attached hereto as Exhibit A (the "Proxy") with respect to 620,000 shares of common stock, par value $.001 per share, of Nobel Learning Communities, Inc., a Delaware corporation ("Nobel"). In return for good and valuable consideration, the receipt and sufficiency of which are acknowledged by Assignor, and intending to be legally bound, Assignor does hereby grant, bargain, sell, assign, transfer and set over unto KU Learning, L.L.C., a Delaware limited liability company ("Assignee"), and its respective successors and assigns, all the rights, interests and privileges which the Assignor has or may have in or under the Proxy, including without limiting the generality of the foregoing, the present and continuing right with full power and authority, in its own name, or in the name of the Assignor, or otherwise, (i) to enforce and receive any and all rights under the Proxy, (ii) to do any and all things which Assignor is or may become entitled to do under the Proxy, and (iii) to vote all shares, make all waivers and agreements, give all notices, consents and releases and other instruments and to do any and all other things whatsoever which Assignor is or may become entitled to do under the Proxy. Without limiting the breadth of the assignment made hereunder, this Assignment pertains to the right of Assignor to act as attorney, agent and proxy with respect to the shares subject to the Proxy at the 1999 Annual Meeting of Stockholders of Nobel and any and all adjournments thereof (including, without limitation, the power to execute and deliver written consents with respect to the Shares). This assignment of proxy is coupled with an interest and is irrevocable. The undersigned agrees, upon request, to execute and deliver any additional documents deemed by the Assignee to be reasonably necessary to effect the assignment created hereby. IN WITNESS WHEREOF, the undersigned has executed this assignment of proxy as of the 9th day of November, 1999. /s/ Robert M. Gintel ------------------------------------ ROBERT M. GINTEL 2 EXHIBIT A Proxy Stockholder Meeting PROXY Know All Men By These Presents, That The Undersigned Stockholder In Nobel Learning Communities, Inc. Do Hereby Constitute And Appoint Robert M. Gintel True And Lawful Attorney And Agent, With Power Of Substitution, For And In The Name, Place And Stead Of The Undersigned, To Vote As The Proxy Of The Undersigned Upon All The Stock Held By The Undersigned In The Said Corporation, At The ANNUAL MEETING Of Stockholders Of The Said Corporation To Be Held At The Desmond Great Valley Hotel & Conference Center, One Liberty Boulevard Malvern, Pa 19355. On Thursday November 18, 1999. And At Any And All Adjournments Thereof, Upon Any And All Matter That May Come Before Said Meeting Or Meetings, As Fully And For The Number Of Votes And With The Same Effect As The Undersigned Might Or Could Do Were The Undersigned Personally Present At Such Meeting Or Meetings, Hereby Revoking Any Proxy Or Proxies Heretofore Given By The Undersigned. Witness Our Hand And Seal This 03rd Day Of November 1999. CHASE MANHATTAN BANK Date: NOV 03 1999 /s/ [Signature Illegible] - ------------------------ Authorized Signer WITNESS: /s/ HAROLD DONNER - ------------------------ Harold Donner No. Of Shares: 620,000.00 Account # P 51196 -----END PRIVACY-ENHANCED MESSAGE-----