SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
---------------------------
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nobel Education Dynamics, Inc.
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
65488410
(CUSIP number)
William L. Walton, Chairman
Allied Capital Corporation
1919 Pennsylvania Avenue, N.W.
Washington, D.C.20006
(202) 331-1112
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1998
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
<PAGE>
<TABLE>
<CAPTION>
13D
CUSIP No. 65488410
<S> <C> <C>
1 Name(s) of reporting person(s)SS or IRS Allied Capital Corporation
identification number(s) of person(s) 52-1081052
2 Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3 SEC USE ONLY
4 Source of funds WC, OO
5 Check if disclosure of legal proceedings is [ ]
required pursuant to Item 2(d) or 2(e)
6 Citizenship or place of organization Maryland
Number of shares beneficially owned by each reporting person with:
7 Sole voting power 840,318
8 Shared voting power 0
9 Sole dispositive power 840,318
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,106,256
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares
13 Percent of class represented by amount in row 11 15.89%
14 Type of reporting person CO, IV
</TABLE>
- 2 -
<PAGE>
<TABLE>
<CAPTION>
13D
CUSIP No. 65488410
<S> <C> <C>
1 Name(s) of reporting person(s)SS or IRS Allied Investment Corporation
identification number(s) of person(s) 52-1278855
2 Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3 SEC USE ONLY
4 Source of funds WC, OO
5 Check if disclosure of legal proceedings is [ ]
required pursuant to Item 2(d) or 2(e)
6 Citizenship or place of organization Maryland
Number of shares beneficially owned by each reporting person with:
7 Sole voting power 265,938
8 Shared voting power 0
9 Sole dispositive power 265,938
10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each 1,106,256
reporting person
12 Check if the aggregate amount in row 11 excludes [ ]
certain shares
13 Percent of class represented by amount in row 11 15.89%
14 Type of reporting person CO, IV
</TABLE>
- 3 -
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Series D Convertible Preferred
Stock and Common Stock Purchase Warrants of Nobel Education
Dynamics, Inc., a Delaware corporation (the "Issuer"). The
Issuer's executive offices are located at Rose Tree Corporate
Center II, 1400 N. Providence Road, Suite 3055, Media, PA 19063.
Item 2. Identity and Background.
Each of Allied Capital Corporation ("ACC"), Allied Investment
Corporation ("AIC"), Allied Capital Corporation II ("ACCII") and
Allied Investment Corporation II ("AICII") is a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). ACC, AIC, ACCII
and AICII are collectively referred to herein as the
"Purchasers." In December, 1997, ACCII was merged into ACC, and
AICII was merged into AIC. All debentures, Series D Convertible
Preferred Stock and Common Stock Purchase Warrants of the Issuer
previously held by ACCII are now held by ACC and all debentures,
Series D Convertible Preferred Stock and Common Stock Purchase
Warrants of the Issuer previously held by AICII are now held by
AIC.
ACC has elected to be regulated as a business development company
under the 1940 Act. AIC is a wholly-owned subsidiary of ACC. ACC
and AIC are both organized as Maryland corporations and have
their principal place of business located at 1919 Pennsylvania
Avenue, N.W., 3rd Floor, Washington, D.C. 20006.
During the last five years, neither ACC, AIC, nor any of their
respective executive officers or directors, (i) has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of an Investment Agreement dated August 30,
1995, by and among the Purchasers, the Issuer and certain
affiliates of the Issuer, Purchasers acquired debentures, Series
D Convertible Preferred Stock and Common Stock Purchase Warrants
of the Issuer. In consideration of an investment in the aggregate
amount of $8,000,000, the Purchasers received from the Issuer
debentures in the aggregate principal amount of $6,000,000,
1,063,830 shares of Series D Convertible Preferred Stock, and
Common Stock Purchase Warrants to purchase in the aggregate up to
1,236,171 shares of the Issuer's Common Stock. The Series D
Convertible Preferred Stock is convertible into Common Stock at
an initial ratio of 1 to 1 at any time until August 31, 2003 when
the preferred stock expires. As a result of a 4 for 1 stock split
effected by the Issuer in 1995, the Series D Convertible
Preferred Stock held by the Purchasers is convertible into
265,958 shares of Issuer's Common Stock and the Common Stock
Warrants held by the Purchasers give the Purchasers the right to
acquire only up to 309,043 shares of Issuer's Common Stock. Each
Purchaser invested monies available from its working capital cash
position of its portfolio.
- 4 -
<PAGE>
Pursuant to the terms of an Investment Agreement dated June 30,
1998, by and among ACC, the Issuer and certain affiliates of the
Issuer, ACC acquired a note and certain Common Stock Purchase
Warrants of the Issuer. In consideration of an investment in the
aggregate amount of $10,000,000, the Issuer issued a note in the
aggregate principal amount of $10,000,000, together with Common
Stock Purchase Warrants to purchase in the aggregate up to
531,255 shares of Common Stock of the Issuer. ACC invested monies
available from its working capital cash position of its
portfolio.
Although no Purchasers borrowed funds specifically to finance the
above-referenced transactions, for the general purpose of
financing investments, ACC and AIC maintain the following debt
facilities: ACC (i) maintains a revolving line of credit with a
bank in the principal amount of $200 million, (ii) has issued
unsecured long-term notes with private institutional lenders in
the amount of $180 million; (iii) in conjunction with a private
REIT, maintains a Master Loan and Security Agreement to
facilitate borrowing up to $250 million, of which $100 million is
committed; (iv) together with a private REIT as co-borrowers
under a master repurchase agreement whereby they can borrow up to
$250 million, of which $100 million is committed, (v) has
borrowed $5.7 million from the Overseas Private Investment
Corporation. AIC has issued and sold subordinated debentures to
the Small Business Administration in the aggregate principal
amount of $51.3 million.
Item 4. Purpose of Transaction.
ACC and AIC acquired the securities of the Issuer in the ordinary
course of its business seeking to achieve its investment
objectives and in accordance with its investment policies and
restrictions. Neither ACC nor AIC has any plan or proposal which
relates to or would result in any action described in (a) through
(j) of this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) In the aggregate, the ACC and AIC have the right to acquire
up to 1,106,256 shares (15.89%) of the Common Stock of the
Issuer.
(b) Upon exercise of the warrants, ACC would have sole power to
vote, and sole power to dispose of 840,318 shares of Common Stock
of the Issuer, and AIC would have the sole power to vote, and
sole power to dispose of 265,938 shares.
(c) See Item 3.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. None.
Item 7. Material to be Filed as Exhibits.
SEC Investment Company Act Release No. IC-22941, dated December
16, 1997, is hereby incorporated by reference to SEC File No.
812-10870.
- 5 -
<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this amendment is true, complete and correct.
Dated: October 22, 1998
ALLIED CAPITAL CORPORATION
By: /s/ William L. Walton
-------------------------------------
William L. Walton
President and Chief Executive Officer
ALLIED INVESTMENT CORPORATION
By: /s/ William L. Walton
-------------------------------------
William L. Walton
President and Chief Executive Officer
