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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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National Education Corporation
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
63577110
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 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).
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CUSIP No. 63577110 13G Page 2 of 11 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
OSTERWEIS CAPITAL MANAGEMENT, INC.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
CALIFORNIA
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Number of Shares (5) Sole Voting
Beneficially Power 0
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 1,902,340
*INCLUDES 3,886,000 IN PRINCIPAL AMOUNT OF
CONVERTIBLE BONDS THAT HAVE NO VOTING RIGHTS
THAT ARE PRESENTLY CONVERTIBLE INTO 155,440
SHARES OF COMMON STOCK WITH VOTING RIGHTS.
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(7) Sole Dispositive
Power 0
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(8) Shared Dispositive
Power 1,902,340
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,902,340
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
5.4%
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(12) Type of Reporting Person*
CO, IA
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Page 2 of 11 pages
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CUSIP No. 63577110 13G Page 3 of 11 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
JOHN STEVEN OSTERWEIS
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
U.S.A.
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Number of Shares (5) Sole Voting
Beneficially Power 2,000
Owned by *CONSISTS OF 50,000 IN PRINCIPAL AMOUNT OF
Each Reporting CONVERTIBLE BONDS THAT HAVE NO VOTING RIGHTS
Person With THAT ARE PRESENTLY CONVERTIBLE INTO 2,000
SHARES OF COMMON STOCK WITH VOTING RIGHTS.
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(6) Shared Voting
Power 1,902,340
*INCLUDES 3,886,000 IN PRINCIPAL AMOUNT OF
CONVERTIBLE BONDS THAT HAVE NO VOTING RIGHTS
THAT ARE PRESENTLY CONVERTIBLE INTO 155,440
SHARES OF COMMON STOCK WITH VOTING RIGHTS.
--------------------------------------------------
(7) Sole Dispositive
Power 2,000
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(8) Shared Dispositive
Power 1,902,340
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,904,340
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
5.4%
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(12) Type of Reporting Person*
IN, HC
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Page 3 of 11 pages
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ITEM 1.
(a) NAME OF ISSUER: National Education Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
18400 Von Karmen Avenue
Irvine, CA 92715
ITEM 2.
(a) NAME OF PERSON FILING: This statement is being filed by (i) Osterweis
Capital Management, Inc., a California corporation and registered investment
adviser ("IA"), and (ii) John Steven Osterweis, a shareholder of IA
("Shareholder") (collectively, the "Reporting Persons"). Shareholder controls
IA by virtue of Shareholder's position as the majority shareholder who owns
62.7% of the outstanding securities of IA.
IA's beneficial ownership of the Common Stock, and Convertible Bonds
presently convertible into Common Stock (collectively, the "Securities") is
direct as a result of IA's discretionary authority to buy, sell, and vote shares
of such Securities for its investment advisory clients. Shareholder's ownership
of Securities is both direct because the Shareholder directly owns shares of the
Securities and indirect as a result of Shareholder's stock ownership in IA, and
is reported because Rule 13d-1(a) and (b) under the Securities Exchange Act of
1934, as amended, requires any person who is "indirectly" the beneficial owner
of more than five percent of any equity security of a specified class to file a
Schedule 13G within the specified time period. The answers in blocks 6 and 8 on
page 3 above by Shareholder are given on the basis of the "indirect" beneficial
ownership referred to in such Rule, based on the direct beneficial ownership of
Securities by IA and the relationship of the Shareholder to IA referred to
above.
Information with respect to each Reporting Person is given solely by
the respective Reporting Person, and no Reporting Person undertakes hereby any
responsibility for the accuracy or completeness of such information concerning
any other Reporting Person.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
IA's Principal Business Office is located at:
One Maritime Plaza, Suite 1201
San Francisco, CA 94111.
Page 4 of 11 Pages
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Shareholder's Principal Business Office is located at:
One Maritime Plaza, Suite 1201
San Francisco, CA 94111.
(c) CITIZENSHIP:
IA is a California corporation.
Shareholder is a United States citizen.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
63577110
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) /X/ Investment Adviser registered under section 203 of the Investment
Advisers Act
[IA]
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) /X/ Parent Holding Company, in accordance with Section 240.13d-
1(b)(ii)(G) (Note: See Item 7) [Shareholder]
(h) / / Group, in accordance with Section 240.13d1-(b)(1)(ii)(H)
Page 5 of 11 Pages
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ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: IA directly beneficially owns 1,902,340
shares of Securities. (1,746,900 shares of presently outstanding Common Stock
and 3,886,000 in principal amount of Convertible Bonds presently convertible
into 155,440 shares of Common Stock.) Shareholder indirectly beneficially owns
1,902,340 shares of Securities (1,746,900 shares of presently outstanding Common
Stock and 3,886,000 in principal amount of Convertible Bonds presently
convertible into 155,440 shares of Common Stock.) Shareholder directly owns
50,000 in principal amount of Convertible Bonds presently convertible into 2,000
shares of Common Stock.
(b) PERCENT OF CLASS: 5.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
Shareholder has the sole power to vote 2,000 shares of
Securities (consists of 50,000 in principal amount of
Convertible Bonds presently convertible into 2,000
shares of Common Stock.)
(ii) shared power to vote or to direct the vote:
IA and Shareholder share with each other the power to
vote all 1,902,340* shares of Securities for which they
have direct or indirect beneficial ownership. No other
person has the power to vote such shares. (*Includes
Convertible Bonds that have no voting rights that are
presently convertible into Common Stock with voting
rights.)
(iii) sole power to dispose or to direct the disposition of:
Shareholder has the sole power to direct the
disposition of 2,000 shares of Securities.
(iv) shared power to dispose or to direct the disposition of:
IA and Shareholder share with each other the power to
dispose all 1,902,340 shares for which they have direct
or indirect beneficial ownership. They do not share
this power with any other person.
Page 6 of 11 Pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
IA, a registered investment adviser, and Shareholder, its controlling
shareholder, have the right or the power to direct the receipt of
dividends from Securities, and to direct the receipt of proceeds from
the sale of Securities to IA's investment advisory clients. No single
investment advisory client of IA owns more than 5% of the Securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Shareholder is considered the equivalent of a parent holding company
for purposes of this Schedule 13G. IA is considered Shareholder's
subsidiary, and acquired the security being reported on by
Shareholder. IA is a registered investment adviser. Shareholder
directly holds less than 1% of the Securities. See Exhibit B.
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 in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Page 7 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1996
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OSTERWEIS CAPITAL MANAGEMENT, INC.
By: /s/ John S. Osterweis
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John S. Osterweis
President
/s/ John Steven Osterweis
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John Steven Osterweis
Page 8 of 11 Pages
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EXHIBITS
EXHIBIT A Statement With Respect To Joint Filing Of Schedule 13G
EXHIBIT B Identification and Classification of Subsidiary Which Acquired
Security Being Reported On By the Parent Holding Company
Page 9 of 11 Pages
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EXHIBIT A
STATEMENT WITH RESPECT TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that any statement of Schedule 13G to be filed
with the Securities and Exchange Commission by any of the undersigned, including
any amendment thereto, with respect to securities of National Education
Corporation may be filed by any of the undersigned as a joint filing on behalf
of all of the undersigned.
February 13, 1996
--
OSTERWEIS CAPITAL MANAGEMENT, INC.
By: /s/ John S. Osterweis
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John S. Osterweis
President
/s/ John Steven Osterweis
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John Steven Osterweis
Page 10 of 11 Pages
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EXHIBIT B
IDENTIFICATION AND CLASSIFICATION OF
SUBSIDIARY WHICH ACQUIRED SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY
IA, a registered investment adviser, acquired "beneficial ownership" of the
securities being reported on as a result of its discretionary authority to
acquire, dispose and (with respect to certain of such securities) vote the
securities being reported on. Under a series of SEC no-action letters,
including the letter issued to WARREN BUFFET AND BERKSHIRE HATHAWAY, INC.
(available December 18, 1987), Shareholder is considered the equivalent of the
parent holding company of IA and is therefore eligible to report his indirect
beneficial ownership in such shares on Schedule 13G.
Page 11 of 11 Pages
