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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
New Horizons Worldwide, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
645526104.
(CUSIP Number)
April 26, 2000
(Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
*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.
The information required on 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. 645526104
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Select Equity Group, Inc. (13-3669571)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (A) /_/
(B) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
975,126
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
975,126
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,126
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) /_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP NO. 645526104
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
George S. Loening
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (A) /_/
(B) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
975,126
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
975,126
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,126
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) /_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
1N
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Item 1. (a) Name of Issuer:
New Horizon Worldwide, Inc.
(b) Address of Issuer's Principal Executive Offices:
1231 East Dyer Road; Suite 110
Santa Ana, CA 92705
Item 2. (a)(b)(c) Name of Person Filing; Address of Principal Business Office
or, if none Residence; Citizenship:
This Schedule 13G is being filed jointly by Select Equity
Group, Inc., a New York corporation ("Select") and George S.
Loening, the controlling shareholder of Select ("Loening").
The business address of each of Select and Loening is 380
Lafayette Street, 6th Floor, New York, New York 10003. Loening
is a United States citizen.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
645526104
Item 3. If this statement is being filed pursuant to Rule 13d-1(b) or (c),
or 13d-2(b), check whether the person filing is:
(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 of 1940
(e) [x] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [x] A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940
(j) [ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
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Item 4. Ownership:
(a) Amount Beneficially Owned: 975,126*
(b) Percent of Class: 10.1%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - 975,126*
(ii) shared power to vote or direct the vote - 0
(iii) sole power to dispose or direct the disposition of -
975,126*
(iv) shared power to dispose or direct the disposition of
- 0
*See Attachment A
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities check the following
[ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
SELECT EQUITY GROUP, INC.
By: /s/ George S. Loening
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Title: President
/s/ George S. Loening
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GEORGE S. LOENING
Dated: May 8, 2000
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ATTACHMENT A
As of April 26, 2000, Select is the beneficial owner of 975,126 shares
of Common Stock of New Horizons Worldwide, Inc. ("Common Stock"), for a total
beneficial ownership of 10.1% of the outstanding shares of Common Stock. As the
President and controlling shareholder of Select, Loening has the power to vote
and to direct the voting of and the power to dispose and direct the disposition
of the 975,126 shares of Common Stock owned by Select. Accordingly, Loening may
be deemed to be the beneficial owner of 975,126 shares of Common Stock, or 10.1%
of the outstanding shares of Common Stock.
ATTACHMENT B
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other persons signatory below of a statement on Schedule 13G or any amendments
thereto, with respect to the Common Stock of New Horizons Worldwide, Inc., and
that this Agreement be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 8th day of May, 2000.
SELECT EQUITY GROUP, INC.
By: /s/ George S. Loening
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Title: President
/s/ George S. Loening
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GEORGE S. LOENING
