0001140361-12-035927.txt : 20120809 0001140361-12-035927.hdr.sgml : 20120809 20120809092009 ACCESSION NUMBER: 0001140361-12-035927 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120809 DATE AS OF CHANGE: 20120809 GROUP MEMBERS: DOV PERLYSKY GROUP MEMBERS: NESHER LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINDER INVESTMENTS L P CENTRAL INDEX KEY: 0000900260 IRS NUMBER: 133538550 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 44 WALL ST CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2124944400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LEARNING Corp CENTRAL INDEX KEY: 0000774517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 112601199 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38855 FILM NUMBER: 121018729 BUSINESS ADDRESS: STREET 1: ONE JERICHO PLAZA CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5169388000 MAIL ADDRESS: STREET 1: ONE JERICHO PLAZA CITY: JERICHO STATE: NY ZIP: 11753 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CLAIMS EVALUATION INC DATE OF NAME CHANGE: 19920703 SC 13G/A 1 formsc13ga.htm KINDER INVESTMENTS, LP SC 13G A 4-17-2012 formsc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.   1     )

American Learning Corporation
_______________________________________________
(Name of Issuer)

Common Stock, $.01 par value
_______________________________________________
(Title of Class of Securities)

025144106
_______________________________________________
(CUSIP Number)

April 17, 2012
_______________________________________________
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).

 
Page 1 of 6 pages
 
 
CUSIP NO. 025144106
13G/A
Page 2 of 6 pages
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Kinder Investments, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
 79,736
6
SHARED VOTING POWER
 
 
7
SOLE DISPOSITIVE POWER
 
79,736
8
SHARED DISPOSITIVE POWER
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  79,736
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 1.6%
12
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
CUSIP NO. 025144106
13G/A
Page 3 of 6 pages
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Nesher, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
 79,736
6
SHARED VOTING POWER
 
 
7
SOLE DISPOSITIVE POWER
 
79,736
8
SHARED DISPOSITIVE POWER
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  79,736
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 1.6%
12
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
CUSIP NO. 025144106
13G/A
Page 4 of 6 pages
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dov Perlysky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
 79,736
6
SHARED VOTING POWER
 
 
7
SOLE DISPOSITIVE POWER
 
79,736
8
SHARED DISPOSITIVE POWER
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  79,736
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 1.6%
12
TYPE OF REPORTING PERSON
 
IN

 
 
 
Page 5 of 6 pages
     
Item 1.
(a)
Name of Issuer
     
American Learning Corporation
       
 
(b)
Address of Issuer's Principal Executive Offices
     
One Jericho Plaza
     
Jericho, NY  11753
       
Item 2.
(a)
Name of Person Filing
     
Kinder Investments, L.P. (“Kinder Investments”); Nesher, LLC (“Nesher”), the general partner of Kinder Investments; and Dov Perlysky (“Perlysky”), the managing member of Nesher (together, the “Reporting Parties”).
       
 
(b)
Address of Principal Business Office or, if none, Residence
     
The Reporting Parties’ business address is P.O. Box 339, Lawrence, New York  11559.
       
 
(c)
Citizenship
     
Kinder Investments is a New York partnership.  Nesher is a New York Company and Perlysky is a citizen of the United States.
       
 
(d)
Title of Class of Securities
     
Common Stock, $.01 par value
       
 
(e)
CUSIP Number
     
025144106
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
       
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c) (14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership
     
 
(a)(b)
Amount beneficially owned (1):
As of April 17, 2012, the Reporting Parties have ceased to be beneficial owners in excess of five percent in the securities of the Issuer.
     
 
    (c)
Perlysky, as the managing member of Nesher, has sole voting and dispositive control of shares owned by Kinder Investments.
 
 
 
 
Page 6 of 6 pages
   
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable
   
Item 8.
Identification and Classification of Members of the Group
 
Not applicable
   
Item 9.
Notice of Dissolution of Group
 
Not applicable
   
Item 10.
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I/we certify that the information set forth in this statement is true, complete and correct.

   
Kinder Investments, L.P.
  
       
 
By:
Nesher, LLC
  
Date: August 8, 2012
By:
/s/ Dov Perlysky
  
   
Name: Dov Perlysky
  
       
   
Nesher, LLC
  
Date: August 8, 2012
By:
/s/ Dov Perlysky
  
   
Name: Managing Member
  
       
Date: August 8, 2012
By:
/s/ Dov Perlysky
  
   
Name: Dov Perlysky