-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgS7ZZ0S4zU+2tfJXp3QU/ip4k3Ogb72mJx9TgwghS7gYuhftDd0ZcqEXzPUeXa1 b2r5+2vbSPOu7uVBtZhKgw== 0000936392-98-000909.txt : 19980603 0000936392-98-000909.hdr.sgml : 19980603 ACCESSION NUMBER: 0000936392-98-000909 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980602 SROS: NASD GROUP MEMBERS: CEPHALOPOD CORPORATION GROUP MEMBERS: EDU LLC GROUP MEMBERS: ET CONSOLIDATED LLC GROUP MEMBERS: ET HOLDINGS LLC GROUP MEMBERS: HAMPSTEAD ASSOCIATES LLC GROUP MEMBERS: KNOWLEDGE UNIVERSE LLC GROUP MEMBERS: KU LEARNING LLC GROUP MEMBERS: LAWRENCE INVESTMENTS LLC GROUP MEMBERS: LAWRENCE J ELLISON GROUP MEMBERS: LOWELL J MILKEN GROUP MEMBERS: MICHAEL R MILKEN GROUP MEMBERS: MOLLUSK HOLDINGS LLC GROUP MEMBERS: RIDGEVIEW ASSOCIATES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC CENTRAL INDEX KEY: 0000721237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 222465204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45470 FILM NUMBER: 98641139 BUSINESS ADDRESS: STREET 1: ROSE TREE CORPORATE CENTER II STREET 2: 1400 N PROVIDENCE RD STE 3055 CITY: MEDIA STATE: PA ZIP: 19063 BUSINESS PHONE: 6094829100 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KU LEARNING LLC CENTRAL INDEX KEY: 0001053451 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954663146 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 844 MORAGE DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 3104405475 MAIL ADDRESS: STREET 1: 844 MORAGE DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 19 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement Exhibit 2 Confidentiality Agreement 19 EX-1 2 EXHIBIT 1 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 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 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 EX-2 3 EXHIBIT 2 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 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 3 Knowledge Universe, L.L.C. 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. 4 Knowledge Universe, L.L.C. 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 -----END PRIVACY-ENHANCED MESSAGE-----