<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NOBEL EDUCATION DYNAMICS, INC.
(Name of issuer)
Common Stock, Par Value $.001 Per Share
---------------------------
(Title of class of securities)
65488410
(CUSIP number)
Hugh Steven Wilson
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
----------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
June 1, 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 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: [ ]
Page 1 of 26 Pages
Exhibit Index is on Page 19
<PAGE> 2
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
2
<PAGE> 3
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting Person
EDU, 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
3
<PAGE> 4
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
4
<PAGE> 5
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,000.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
5
<PAGE> 6
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,000.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
6
<PAGE> 7
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
7
<PAGE> 8
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
8
<PAGE> 9
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
CO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
9
<PAGE> 10
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
10
<PAGE> 11
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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.
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
IN
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
11
<PAGE> 12
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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) [ ]
6. Citizenship or Place of Organization
California
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
OO
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
12
<PAGE> 13
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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.
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
IN
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
13
<PAGE> 14
SCHEDULE 13D
CUSIP No. 65488410
1. Name of Reporting 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) [X]
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,283,500.
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,283,500.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,500.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13. Percent of Class Represented by Amount in Row (11)
21.0%*
14. Type of Reporting Person
IN
* Based on 6,121,365 shares of Common Stock outstanding as of May 2, 1998,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
14
<PAGE> 15
This Amendment No. 1 to Schedule 13D relating to Nobel Education
Dynamics, Inc. is being filed on behalf of the undersigned to amend the Schedule
13D dated January 14, 1998 (the "Schedule 13D"). Terms defined in the Schedule
13D and not defined herein have the same meaning as in the Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
Item 6 of the Schedule 13D is hereby amended and restated to read as
follows:
On June 1, 1998, Knowledge Universe, L.L.C. ("KU"), one of the Reporting
Persons, signed a confidentiality agreement with the Company regarding KU's
receipt of certain nonpublic information from the Company. Pursuant to such
agreement, KU agreed, among other things, that without the Company's consent
neither KU nor its affiliates will purchase securities of the Company for a
period of six months if as a result of such purchase KU and its affiliates would
own securities of the Company having the right to cast more than 50% of the
total number of votes entitled to be cast by all shares of capital stock of the
Company entitled to vote generally in elections of directors.
Except as set forth above, none of the Reporting Persons, nor any of
their members, executive officers or directors, has any contracts, arrangements,
understandings or relationships with respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and restated to read as
follows:
Exhibit 1 Joint Filing Agreement dated as of June 2, 1998.
Exhibit 2 Confidentiality Agreement dated as of May 8, 1998 between Knowledge
Universe, L.L.C. and Nobel Education Dynamics, Inc.
15
<PAGE> 16
SIGNATURE
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: June 2, 1998 KU LEARNING, L.L.C.,
a Delaware limited liability company
/s/ RONALD PACKARD
--------------------------------------------
By: Ronald Packard
Its: Vice President and Treasurer
EDU, L.L.C.
a Delaware limited liability company
By: HAMPSTEAD ASSOCIATES, L.L.C.,
a Delaware limited liability company
Its: Manager
By: RIDGEVIEW ASSOCIATES, LLC,
a California limited liability company
Its: Manager
/s/ LOWELL J. MILKEN
--------------------------------------------
By: Lowell J. Milken
Its: Manager
KNOWLEDGE UNIVERSE, L.L.C.,
a Delaware limited liability company
/s/ STANLEY E. MARON
--------------------------------------------
By: Stanley E. Maron
Its: Secretary
16
<PAGE> 17
ET HOLDINGS, L.L.C.
a Delaware limited liability company
/s/ STEVEN B. FINK
--------------------------------------------
By: Steven B. Fink
Its: President
ET CONSOLIDATED, L.L.C.,
a Delaware limited liability company
By: HAMPSTEAD ASSOCIATES, L.L.C.,
a Delaware limited liability company
Its: Manager
By: RIDGEVIEW ASSOCIATES, LLC,
a California limited liability company
Its: Manager
/s/ LOWELL J. MILKEN
--------------------------------------------
By: Lowell J. Milken
Its: Manager
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
17
<PAGE> 18
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
LAWRENCE INVESTMENTS, LLC,
a California limited liability company
/s/ LOWELL J. MILKEN
--------------------------------------------
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
18
<PAGE> 19
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 2 Confidentiality Agreement
19
<PAGE> 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 Education Dynamics, 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 2nd day of June, 1998.
KU LEARNING, L.L.C.,
a Delaware limited liability company
/s/ RONALD PACKARD
--------------------------------------------
By: Ronald Packard
Its: Vice President and Treasurer
EDU, L.L.C.
a Delaware limited liability company
By: HAMPSTEAD ASSOCIATES, L.L.C.,
a Delaware limited liability company
Its: Manager
By: RIDGEVIEW ASSOCIATES, LLC,
a California limited liability company
Its: Manager
/s/ LOWELL J. MILKEN
--------------------------------------------
By: Lowell J. Milken
Its: Manager
20
<PAGE> 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/ STEVEN B. FINK
--------------------------------------------
By: Steven B. Fink
Its: President
ET CONSOLIDATED, L.L.C.,
a Delaware limited liability company
By: HAMPSTEAD ASSOCIATES, L.L.C.,
a Delaware limited liability company
Its: Manager
By: RIDGEVIEW ASSOCIATES, LLC,
a California limited liability company
Its: Manager
/s/ LOWELL J. MILKEN
--------------------------------------------
By: Lowell J. Milken
Its: Manager
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
21
<PAGE> 3
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
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
<PAGE> 1
Exhibit 2
CONFIDENTIALITY AGREEMENT
[NOBEL LETTERHEAD]
As of May 8, 1998
Knowledge Universe, L.L.C.
844 Moraga Drive
Los Angeles, CA 90049
Attn: Mr. Ron Packard
Gentlemen and Mesdames:
In the course of the discussions and negotiations between you and Nobel
Education Dynamics, Inc. ("Nobel") relating to a possible transaction between
you and Nobel, Nobel and its agents are disclosing to you and are expected to
continue to disclose, orally and in documents, certain confidential information
relating to Nobel's and its subsidiaries' businesses and operations and have
previously disclosed certain projections and a five-year plan (collectively,
"Evaluation Material").
As consideration for Nobel's providing you with copies of and access to
Evaluation Material, intending to be legally bound, you agree with Nobel as
follows:
1. You will hold the Evaluation Material in strict confidence and not
communicate the Evaluation Material to any other person or entity; provided,
however, that any of such Evaluation Material may be disclosed to any of your
representatives, employees, consultants and affiliates (collectively, "Agents")
to the extent such persons or entities need to know such Evaluation Material
for the sole purpose of the Permitted Use (defined below) if, prior to such
access, such Agent (i) is advised by you of the terms of this Agreement and
(ii) agrees to be bound by the provisions hereof; provided further that in no
event will any of the Evaluation Material be disclosed to Children's Discovery
Centers of America, Inc. ("CDC") or any of its employees (other than Ronald
Packard, Thomas Kalinske, Deborah Bond-Upson and Tim DeRoche (all of whom are
also employees of Knowledge Universe, L.L.C.)).
2. You represent and agree that all Evaluation Material will be used
solely for the limited purpose of enabling you to investigate and evaluate the
business and financial condition of Nobel and/or its properties in connection
with the possible transaction you have discussed with Nobel (the "Permitted
Use"). Further, you are aware, and you will advise your Agents, of the
restrictions imposed by Federal securities laws on the purchase or sale of
securities by any person
<PAGE> 2
Knowledge Universe, L.L.C.
As of May 8, 1998
Page 2
who has received material, non-public information from the issuer of such
securities. You recognize your responsibility for compliance with Federal
securities laws in connection with the foregoing. Without Nobel's consent,
neither you nor your affiliates will purchase Nobel securities for a period of
six months following the date hereof if as a result of such purchase you and
your affiliates would own Nobel securities having the right to cast more than
50% of the total number of votes entitled to be cast by all shares of capital
stock of Nobel entitled to vote generally in elections of directors.
3. You acknowledge that all Evaluation Material which is not otherwise
publicly available or known to a knowledgeable person in the industry
constitutes trade secrets or confidential business information that are
proprietary to Nobel. Notwithstanding the foregoing, the term "Evaluation
Material" shall not include any information which (i) is generally available to
the public or known to a knowledgeable person in the industry as of the date of
this Agreement, (ii) becomes generally available to the public or known to a
knowledgeable person in the industry after the date of this Agreement, provided
that such public disclosure or knowledge did not result, directly or
indirectly, from any act, omission or fault of you or any of your Agents (as
defined below) with respect to such information, or (iii) is or becomes
available to you on a non-confidential basis from a source other than Nobel or
its agents, provided that such source is not to your knowledge bound to Nobel
or its representatives by agreement, fiduciary duty or otherwise not to
disclose such information.
4. You and your Agents will take all reasonable steps, including
labeling the Evaluation Material "Confidential" and segregating the Evaluation
Material, to insure that none of the Evaluation Material is inadvertently
disclosed to anyone.
5. Except as required by law, you and Nobel will not disclose to any
other person or entity (i) the fact that the Evaluation Material has been
disclosed to you and your Agents or (ii) the circumstances under which the
Evaluation Material has been disclosed to you and your Agents. Except as
required by law, neither you nor your Agents nor Nobel will make any public
announcement or issue any press release or other publicity or confirm any
statements by any third party concerning your expression of interest in
engaging in a transaction with Nobel, the discussions relevant thereto, or any
other matters in connection therewith, and you will direct your Agents not to
take any such action.
6. In the event that either you or any of your Agents to whom you
transmit the Evaluation Material receives a request or order to disclose all or
part of the Evaluation Material, or to take any other action prohibited by this
Agreement, pursuant to a valid and effective subpoena, civil investigative or
discovery demand, interrogatories, request for information or production of
documents, order of a court of competent jurisdiction or governmental entity or
similar process, you will promptly notify Nobel in writing of the existence,
terms and circumstances surrounding such request or order, so that Nobel may
seek a protective order or
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As of May 8, 1998
Page 3
other appropriate remedy or waive compliance with this Agreement as to the
Evaluation Material. If such protective order or other remedy is not timely
obtained, or if Nobel waives compliance with the provisions hereof, you or your
Agents, as the case may be, will furnish only that portion of the Evaluation
Material or take only such action as is legally required (in the written opinion
of counsel) (and by doing so you will not be in breach of this Agreement) and
will exercise reasonable efforts to obtain an order or other reasonable
assurance that confidential treatment will be accorded the Evaluation Material.
7. For a period commencing on the date hereof and ending on the date
nine months following the date hereof, neither you nor any of your affiliates,
will knowingly, directly or indirectly, employ or solicit for employment any
officer, director or senior management employee of the Company (including the
Company's "executive directors") or any of its subsidiaries or divisions with
whom you first had contact or who first became personally known to you in
connection with your consideration of a possible transaction with Nobel;
provided that the foregoing restriction shall not apply to (x) general
solicitations to hire through the use of advertising or (y) except in the case
of prospective employment by you or CDC, any solicitation made by any of your
agents or representatives that did not have access to the Evaluation Material
and were not aware of the possible transaction between you and us.
Notwithstanding any other provision of this Agreement, you may advise CDC
management that you are considering a possible transaction with Nobel and
inform them of the restrictions in this paragraph 7.
8. This Agreement shall expressly survive termination of all discussions
and negotiations between yourself and Nobel relating to the possible
transaction. Upon termination of such discussions and negotiations, you and
your Agents at Nobel's request, will promptly destroy or return every document
or other tangible source of Evaluation Material which has been received from
Nobel or its Agents and will not retain any copies thereof or extracts or
notations therefrom.
9. You will indemnify and hold harmless Nobel from and against any and
all reasonable attorneys' fees incurred as a result of your breach of this
Agreement. (This right shall be in addition to, and not in limitation of, any
other rights and remedies which Nobel may have.)
10. You agree that the damages suffered by Nobel by a breach of this
Agreement would be immediate and irreparable and that monetary damages would
not provide an adequate remedy for such breach. Accordingly, in the event of any
such breach, Nobel shall, in addition to any other rights and remedies it may
have, be entitled to preliminary and permanent injunctive relief.
11. You acknowledge that, except as may otherwise be agreed in writing, no
representation or warranty is made as to the accuracy or completeness of the
Evaluation Material, and Nobel shall not have any liability to you herein as a
result of the use of such information.
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As of May 8, 1998
Page 4
12. Except as specifically provided herein, this Agreement shall not
create or impose any obligation or liability of any nature on the parties
hereto. The entering into of this Agreement and the exchange of Evaluation
Information shall under no circumstances impose upon any party any obligation
to pursue any negotiations with the other with respect to any transaction
between the parties, and each party may terminate any negotiations at any time
for any reason or for no reason.
13. If at any time subsequent to the date hereof, any provisions of this
Agreement are held by a court of competent jurisdiction to be illegal, void or
unenforceable, such action shall have no effect upon, and shall not impair the
enforceability of, any other provision of this Agreement.
14. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania and may not be amended except in writing.
15. This Agreement will terminate eighteen months after the date hereof.
16. This Agreement will supersede and replace any prior Confidentiality
Agreement(s) relating to Nobel with you and/or any of your affiliates, other
than the letter dated May 14, 1998 between Nobel and Children's Discovery
Centers of America.
If you are in agreement with the foregoing, please sign and return one
copy of this letter, which will constitute our agreement with respect to the
subject matter of this letter.
Yours very truly,
NOBEL EDUCATION DYNAMICS, INC.
By: /s/ A. J. CLEGG
------------------------
A. J. Clegg, Chairman
AGREED AND ACCEPTED:
KNOWLEDGE UNIVERSE, L.L.C.
By: /s/ RONALD J. PACKARD
--------------------------
Name: Ronald J. Packard
Title: Vice President
Signed: June 1, 1998
