DEFA14A 1 ddefa14a.txt FORM DEFA 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [_] Definitive Additional Materials [X] Soliciting Material under Section 240.14a-12 Nobel Learning Communities, Inc. ------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) ---------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the Appropriate box): [X] No fee required [_] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [_] Fee paid previously by written preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ______________________________________________ 2) Form Schedule or Registration Statement No.: _________________________ 3) Filing Party: ________________________________________________________ 4) Date Filed: __________________________________________________________ The following is a press release issued by Nobel Learning Communities, Inc. on September 10, 2002. Press Release NOBEL LEARNING COMMUNITIES, INC. ANNOUNCES FISCAL YEAR REVENUE AND EARNINGS West Chester, PA, September 10, 2002--Nobel Learning Communities, Inc. (NASDAQ:NLCI), a for-profit provider of education and school management services for the pre-elementary through 12/th/ grade market, today announced financial results for the 2001/2002 fiscal year that ended June 30, 2002. For the fiscal year ended June 30, 2002, the Company reported record revenues of $156,279,000, an increase of 5.6% over the $147,952,000 of a year earlier. Revenues for the fourth quarter were also at record levels of $41,227,000, an increase of 4.2% over the $39,552,000 for the comparable period last year. For the fiscal year ended June 30, 2002, total school operating profits were up 10.6% to $20,089,000, after taking into account new school development costs. Same school operating profits for the year were $22,202,000, an increase of 17.6% over the $18,878,000 of a year earlier. Earnings per share for the fiscal year were $0.38 per share as compared to $0.20 per share for the prior fiscal year. In announcing the Company's fourth quarter and fiscal year end results, A.J. Clegg, the Company's Chairman and Chief Executive Officer, stated that he was pleased with performance in light of the events of the past year that have impacted negatively on the nation's economy. He indicated that further details regarding the Company's results of operations would be disclosed in the Company's annual report on Form 10-K for the fiscal year ended June 30, 2002, to be filed shortly with the Securities and Exchange Commission (the "SEC") and the Company's proxy statement to be filed with the SEC with respect to the merger previously announced on August 6, 2002. On August 6, 2002, the Company announced that it had entered into a definitive agreement to be acquired by a newly-formed corporation organized by certain senior management of the Company, Gryphon Partners II, L.P. and Cadigan Investment Partners. Subject to the approval of the Company's stockholders and other customary conditions, after the merger, the Company will become a private company and continue operations under its current name and operating structure. Nobel Learning Communities, Inc. operates 179 schools in 15 states consisting of private schools and charter schools; pre-elementary, elementary, middle, specialty high schools and schools for learning challenged children clustered within established regional learning communities. Except for historical information contained in this press release, the information in this press release consists of forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Potential risks and uncertainties include changes in market demand, market condition and competitive activities, the acceptance of newly developed and converted schools and the possibility that the merger may not be consummated in accordance with the terms of the merger agreement. Other risks and uncertainties are discussed in the Company's filings with the SEC. AVAILABILITY OF ADDITIONAL INFORMATION IN CONNECTION WITH THE MERGER, THE COMPANY WILL FILE A PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS WITH THE SEC CONTAINING INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELATED DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. STOCKHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THE PROXY STATEMENT (WHEN AVAILABLE), AS WELL AS OTHER RELEVANT FILINGS CONTAINING INFORMATION ABOUT THE COMPANY, FROM THE SEC'S WEBSITE AT WWW.SEC.GOV. COPIES OF THE PROXY STATEMENT, WHEN AVAILABLE, AND OTHER COMPANY FILINGS WILL ALSO BE AVAILABLE TO STOCKHOLDERS BY DIRECTING A REQUEST TO R. ZOBEL OR K. HERMAN, NOBEL LEARNING COMMUNITIES, INC., ROSE 1615 WEST CHESTER PIKE, WEST CHESTER, PA 19382, (484) 947-2000. THE COMPANY AND CERTAIN OF ITS DIRECTORS, EXECUTIVE OFFICERS AND OTHER MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM THE COMPANY'S STOCKHOLDERS IN FAVOR OF THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER THE RULES OF THE SEC, BE CONSIDERED "PARTICIPANTS" IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE PROPOSED TRANSACTIONS WILL BE SET FORTH IN THE PROXY STATEMENT WHEN IT IS FILED WITH THE SEC. THESE INDIVIDUALS MAY HAVE INTERESTS IN THE PROPOSED MERGER, SOME OF WHICH MAY DIFFER FROM OR MAY BE IN ADDITION TO, THOSE OF THE COMPANY'S STOCKHOLDERS GENERALLY. Nobel Learning Communities, Inc. Consolidated Statements of Income For the Three Months and Twelve Months Ended June 30, 2002 and 2001 (In thousands except earnings per share data)
Three Months Twelve Months Ended June 30, Ended June 30, 2002 2001 2002 2001 Revenues $41,227 39,552 156,279 147,952 School operating profit 6,071 6,082 20,089 18,166 General and administrative 2,882 2,988 11,776 11,004 Operating income 3,189 3,094 8,313 7,162 Interest expense 863 955 3,637 4,171 Other income and minority interest 40 129 126 401 Income before taxes and change in accounting principle 2,366 2,268 4,802 3,392 Income taxes 970 1,067 1,968 1,596 Net income before change in accounting principle 1,396 1,201 2,834 1,796
Cumulative effect of change in accounting principle (less tax benefit of $242) 295 Net income $ 1,396 1,201 2,834 1,501 Weighted average shares 7,642 7,581 7,475 7,516 Diluted earnings per share before cumulative effect of change in accounting principle $ 0.18 0.16 0.38 0.20 Earnings before interest, taxes depreciation and amortization (EBITDA) $ 4,745 5,129 14,514 14,624
Selected Balance sheet data: As of As of June 30, June 30, 2002 2001 Property and equipment, net (Including assets held for sale) 39,589 37,421 Cost in excess of net assets acquired 48,376 48,376 Total debt 40,217 43,355 Stockholders' equity 42,487 38,601