<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 2)(1)
NOBEL LEARNING COMMUNITIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
65488410
- --------------------------------------------------------------------------------
(CUSIP Number)
HUGH STEVEN WILSON
LATHAM & WATKINS
701 "B" STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92101-8197
(619) 236-1234
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 8, 1999
- --------------------------------------------------------------------------------
(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: [ ].
(Continued on the following pages)
Page 1 of 21 Pages
(1) 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 disclosures provided in a prior cover page.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 2 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 3 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KNOWLEDGE UNIVERSE LEARNING, INC.
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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
CO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 4 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KNOWLEDGE UNIVERSE, INC.
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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
CO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 5 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*
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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 6 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 7 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 8 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 9 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 10 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
CO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 11 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 12 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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.
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
IN
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 13
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 13 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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) [X]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
OO
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 14
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 14 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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.
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
IN
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 15
SCHEDULE 13D
CUSIP NO. 65488410 PAGE 15 OF 21
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 1,903,500 SHARES(1)
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH (10) SHARED DISPOSITIVE POWER 1,883,500 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,500 SHARES(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%(2)
14) TYPE OF REPORTING PERSON*
IN
(1) INCLUDES THE PROXY SHARES AS DESCRIBED IN ITEMS 5 AND 6 HEREIN.
(2) BASED ON 5,921,365 SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER
17, 1999, AS REPORTED IN THE COMPANY'S DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED WITH THE COMMISSION ON OCTOBER 7, 1999.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 16
PAGE 16 OF 21
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relating
to Nobel Learning Communities, Inc., a Delaware corporation (the "Company"), is
being filed on behalf of the undersigned to amend the Schedule 13D filed with
the Commission on January 26, 1998, as amended by Amendment No. 1 thereto filed
with the Commission on June 2, 1998 (together, the "Schedule 13D"). Terms
defined in the Schedule 13D and not defined herein have the same meaning as in
the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
The information in Item 2 is hereby amended and supplemented by
adding the following thereto:
This schedule is filed by Knowledge Universe Learning, Inc., a
Delaware corporation ("KUL, Inc."), Knowledge Universe, Inc., a Delaware
corporation ("KU, Inc."), and the Reporting Persons previously disclosed in the
Schedule 13D other than EDU.
Since the initial filing of the Schedule 13D, (i) EDU has been
dissolved and is no longer considered a "Reporting Person," (ii) KUL, Inc. has
been formed and is the sole member of KU Learning, (iii) KU, Inc. has been
formed and is the sole stockholder of KUL, Inc., and (iv) Knowledge Universe has
become the sole stockholder of KU, Inc. For purposes of the Schedule 13D, KUL,
Inc. and KU, Inc. shall be considered "Reporting Persons" in addition to the
Reporting Persons previously disclosed.
The principal business of KUL, Inc. is to acquire interests in,
and/or operate, other companies and businesses, primarily, but not limited to,
companies and businesses engaged in education. The principal business of KU,
Inc. is to act as an operating company and to acquire interests in, and/or
operate, other companies and businesses, primarily, but not limited to,
companies and businesses engaged in education and related industries. The
principal executive offices and principal business of KUL, Inc. are located at
844 Moraga Drive, Los Angeles, California 90049. The principal executive offices
and principal business of KU, Inc. are located at 844 Moraga Drive, Los Angeles,
California 90049 and 150 Shoreline Drive, Redwood City, California 94065. The
name, citizenship, business address, present principal occupation or employment
and, if applicable, the name, principal business and address of any corporation
or other organization in which such employment is conducted, of the executive
officers of KUL, Inc. and KU, Inc. are set forth in Appendix I hereto, which is
incorporated herein by reference.
On February 24, 1998, without admitting or denying any liability,
Michael Milken consented to the entry of a final judgment in the U.S. District
Court for the Southern District of New York in Securities and Exchange
Commission v. Michael R. Milken et al., which judgment was entered on February
26, 1998, restraining and enjoining Michael R. Milken from associating with any
broker, dealer, investment advisor, investment company or municipal securities
dealer and from violating Section 15(a) of the Securities Exchange Act of 1934.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information in Item 3 is hereby amended and supplemented by
adding the following thereto:
Since the initial filing of the Schedule 13D, the Reporting
Persons have purchased an additional 600,000 shares of Common Stock (the
"Additional Shares") for aggregate consideration of
<PAGE> 17
PAGE 17 OF 21
$3,750,000 (excluding brokerage commissions) in the transaction described in
Item 5. The source of funds for this transaction was KU, Inc.'s working capital,
which KU, Inc. provided to KUL, Inc. as a capital contribution, and which KUL,
Inc., in turn, provided to KU Learning as a capital contribution. The Additional
Shares shall be considered "Shares" as such term is used in the Schedule 13D and
this Amendment No. 2 thereto.
ITEM 4. PURPOSE OF TRANSACTION.
The information in Item 4 is hereby amended and supplemented by
adding the following thereto:
The Reporting Persons acquired the Additional Shares described in
this Amendment No. 2 in order to increase their equity position in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information in Item 5 is hereby amended and supplemented by
adding the following thereto:
The Reporting Persons may be deemed to beneficially own an
aggregate of 1,903,500 shares of Common Stock (including the Proxy Shares
described below), representing approximately 32.2% of the outstanding shares of
Common Stock, based on 5,921,365 shares of Common Stock outstanding as of
September 17, 1999 as reported in the Company's Definitive Proxy Statement on
Schedule 14A filed with the Commission on October 7, 1999. KU Learning has the
power to vote and dispose of 1,883,500 of such shares and, as a result of the
proxy described below, the power to vote the remaining 20,000 of such shares
(the "Proxy Shares") at the Company's 1999 Annual Meeting of Stockholders, or
any adjournment thereof (as described below). The Reporting Persons have no
power to dispose of or direct the disposition of the Proxy Shares and the
Reporting Persons disclaim beneficial ownership of the Proxy Shares.
Since the initial filing of the Schedule 13D, the Reporting
Persons have engaged in the following transaction in shares of the Company's
Common Stock: On November 8, 1999, KU Learning purchased 600,000 shares of
Common Stock for aggregate consideration of $3,750,000 (or $6.25 per share) in a
negotiated transaction effected by Bear Stearns Securities Corp. on the Nasdaq
National Market System (the "Transaction").
KUL, Inc. and KU, Inc. may be deemed to share the powers of
voting and disposition of the Shares with KU Learning because KUL, Inc. is the
sole member of KU Learning, and KU, Inc. is the sole stockholder of KUL, Inc.,
and in such capacity may be deemed to have the power to direct the voting and
disposition of, and to share the beneficial ownership of, any shares of the
Common Stock beneficially owned by KU Learning.
Except as described in this Amendment No. 2, neither the
Reporting Persons nor any person named in Appendix I hereto has effected
transactions in the Common Stock of the Company during the past 60 days. Other
than as set forth above with respect to the Proxy Shares, no person other than
the
<PAGE> 18
PAGE 18 OF 21
Reporting Persons has the right to receive or the power to direct the receipt of
dividends from or, the proceeds from the sale of, the Shares of the Common Stock
covered by the Schedule 13D and this Amendment No. 2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information in Item 6 is hereby amended and supplemented by
adding the following thereto:
Prior to the Transaction, the 600,000 shares of Common Stock
purchased by KU Learning in the Transaction together with an additional 20,000
shares of Common Stock were subject to a Proxy dated November 3, 1999 granted by
Chase Manhattan Bank in favor of Robert M. Gintel to vote such shares at the
Company's 1999 Annual Meeting of Stockholders, or any adjournment thereof (the
"Proxy"). Mr. Gintel delivered the Proxy to KU Learning and offered to assign
his rights under the Proxy to KU Learning in an Assignment of Proxy dated
November 10, 1999 ("Assignment of Proxy").
A copy of the Assignment of Proxy (including the Proxy as Exhibit
A thereto) is filed as Exhibit 3 to this Amendment No. 2 and is incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The information in Item 7 is hereby amended and supplemented by
adding the following thereto:
Exhibit 3 Assignment of Proxy (including the Proxy as Exhibit
A thereto)
<PAGE> 19
PAGE 19 OF 21
SIGNATURES
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: November 10, 1999 KU LEARNING, L.L.C.,
a Delaware limited liability company
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Assistant Secretary
KNOWLEDGE UNIVERSE LEARNING, INC.
a Delaware corporation
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Secretary
KNOWLEDGE UNIVERSE, INC.
a Delaware corporation
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Secretary
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/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Assistant Secretary
<PAGE> 20
PAGE 20 of 21
ET CONSOLIDATED, L.L.C.,
a Delaware limited liability company
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Assistant Secretary
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
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
<PAGE> 21
PAGE 21 of 21
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
<PAGE> 22
APPENDIX I
Appendix I to the Schedule 13D is hereby amended and supplemented by adding the
following thereto:
The following are the names, principal occupation or employment and, if
applicable, the name, principal business and address of any corporation or other
organization in which such employment is conducted, of the individual directors
and executive officers, if any, of each of the Reporting Persons not previously
disclosed in the Schedule 13D. Each person listed below and each individual
Reporting Person is a United States citizen.
KNOWLEDGE UNIVERSE LEARNING, INC.
<TABLE>
<CAPTION>
Principal Business
Name and Business Address Position Occupation or Employment
- ------------------------- -------- ------------------------
<S> <C> <C>
Lowell J. Milken Director Director and Vice Chairman of the
844 Moraga Drive Board, Knowledge Universe, Inc.
Los Angeles, CA 90040
Thomas Kalisnke Director Executive employee, Knowledge
150 Shoreline Drive Chief Executive Officer Universe, Inc.
Redwood City, CA 94065
Randolph Read Director Executive employee, Knowledge
844 Moraga Drive Chief Financial Officer Universe, Inc.
Los Angeles, CA 90040
Stanley E. Maron Secretary Shareholder, Maron & Sandler, a
844 Moraga Drive Professional Corporation
Los Angeles, CA 90040
</TABLE>
KNOWLEDGE UNIVERSE, INC.
<TABLE>
<CAPTION>
Principal Business
Name and Business Address Position Occupation or Employment
- ------------------------- -------- -------------------------
<S> <C> <C>
Lawrence J. Ellison Director Chief Executive Officer, Oracle
Oracle Corporation Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
Michael R. Milken Director Chairman of the Board, Knowledge
844 Moraga Drive Chairman of the Board Universe, Inc.
Los Angeles, CA 90040
Lowell J. Milken Director (See above)
(See above) Vice Chairman of the
Board
Steven B. Fink Vice Chairman Vice Chairman and Treasurer,
844 Moraga Drive Treasurer Knowledge Universe, Inc.
Los Angeles, CA 90040 Chairman of the Board and Chief
Executive Officer, Nextera
Enterprises, Inc.
Thomas Kalisnke President (See above)
(See above)
Stanley E. Maron Secretary (See above)
(See above)
</TABLE>
<PAGE> 23
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement dated as of November 10, 1999.
Exhibit 2 Confidentiality Agreement dated as of May 8, 1998
between Knowledge Universe, L.L.C. and Nobel Education
Dynamics, Inc. (previously filed as Exhibit 2 to Amendment
No. 1 to the Schedule 13D filed with the Commission on
June 2, 1998).
Exhibit 3 Assignment of Proxy (including the Proxy as Exhibit A
thereto)
<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 Learning Communities, 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 10th day of November, 1999.
KU LEARNING, L.L.C.,
a Delaware limited liability company
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Assistant Secretary
KNOWLEDGE UNIVERSE LEARNING, INC.
a Delaware corporation
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Secretary
KNOWLEDGE UNIVERSE, INC.
a Delaware corporation
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Secretary
<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/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Assistant Secretary
ET CONSOLIDATED, L.L.C.,
a Delaware limited liability company
/s/ Stanley E. Maron
--------------------------------------------
By: Stanley E. Maron
Its: Assistant Secretary
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
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
<PAGE> 3
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
<PAGE> 1
Exhibit 3
ASSIGNMENT OF PROXY
The undersigned, Robert M. Gintel ("Assignor"), is the attorney,
agent and proxy, with power of substitution, named in the Proxy attached hereto
as Exhibit A (the "Proxy") with respect to 620,000 shares of common stock, par
value $.001 per share, of Nobel Learning Communities, Inc., a Delaware
corporation ("Nobel").
In return for good and valuable consideration, the receipt and
sufficiency of which are acknowledged by Assignor, and intending to be legally
bound, Assignor does hereby grant, bargain, sell, assign, transfer and set over
unto KU Learning, L.L.C., a Delaware limited liability company ("Assignee"), and
its respective successors and assigns, all the rights, interests and privileges
which the Assignor has or may have in or under the Proxy, including without
limiting the generality of the foregoing, the present and continuing right with
full power and authority, in its own name, or in the name of the Assignor, or
otherwise, (i) to enforce and receive any and all rights under the Proxy, (ii)
to do any and all things which Assignor is or may become entitled to do under
the Proxy, and (iii) to vote all shares, make all waivers and agreements, give
all notices, consents and releases and other instruments and to do any and all
other things whatsoever which Assignor is or may become entitled to do under the
Proxy. Without limiting the breadth of the assignment made hereunder, this
Assignment pertains to the right of Assignor to act as attorney, agent and proxy
with respect to the shares subject to the Proxy at the 1999 Annual Meeting of
Stockholders of Nobel and any and all adjournments thereof (including, without
limitation, the power to execute and deliver written consents with respect to
the Shares).
This assignment of proxy is coupled with an interest and is
irrevocable. The undersigned agrees, upon request, to execute and deliver any
additional documents deemed by the Assignee to be reasonably necessary to effect
the assignment created hereby.
IN WITNESS WHEREOF, the undersigned has executed this assignment
of proxy as of the 9th day of November, 1999.
/s/ Robert M. Gintel
------------------------------------
ROBERT M. GINTEL
<PAGE> 2
EXHIBIT A
Proxy Stockholder Meeting
PROXY
Know All Men By These Presents, That The Undersigned Stockholder In Nobel
Learning Communities, Inc. Do Hereby Constitute And Appoint Robert M. Gintel
True And Lawful Attorney And Agent, With Power Of Substitution, For And In The
Name, Place And Stead Of The Undersigned, To Vote As The Proxy Of The
Undersigned Upon All The Stock Held By The Undersigned In The Said Corporation,
At The ANNUAL MEETING Of Stockholders Of The Said Corporation To Be Held At The
Desmond Great Valley Hotel & Conference Center, One Liberty Boulevard Malvern,
Pa 19355.
On Thursday November 18, 1999. And At Any And All Adjournments Thereof, Upon
Any And All Matter That May Come Before Said Meeting Or Meetings, As Fully And
For The Number Of Votes And With The Same Effect As The Undersigned Might Or
Could Do Were The Undersigned Personally Present At Such Meeting Or Meetings,
Hereby Revoking Any Proxy Or Proxies Heretofore Given By The Undersigned.
Witness Our Hand And Seal This 03rd Day Of November 1999.
CHASE MANHATTAN BANK Date: NOV 03 1999
/s/ [Signature Illegible]
- ------------------------
Authorized Signer
WITNESS:
/s/ HAROLD DONNER
- ------------------------
Harold Donner
No. Of Shares: 620,000.00
Account # P 51196
