sc13dza

-----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, NWiKJQPdHdkF0KaPsezUSO9tW7ZFW2Qt9Z7daacgWu+FoAXN0A03bjD8dCES26TV ZmCGKGrCEiVYGHDTUKLUiA== 0000950133-03-004069.txt : 20031121 0000950133-03-004069.hdr.sgml : 20031121 20031121171812 ACCESSION NUMBER: 0000950133-03-004069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031121 GROUP MEMBERS: ALLIED INVESTMENT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL LEARNING COMMUNITIES 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: 1934 Act SEC FILE NUMBER: 005-45470 FILM NUMBER: 031018944 BUSINESS ADDRESS: STREET 1: 1615 WEST CHESTER PIKE STREET 2: SUITE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 BUSINESS PHONE: 484-947-2000 MAIL ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 FORMER COMPANY: FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC DATE OF NAME CHANGE: 19931222 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: ALLIED CAPITAL CORP CENTRAL INDEX KEY: 0000003906 IRS NUMBER: 521081052 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW STREET 2: 1666 K STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED CAPITAL LENDING CORP DATE OF NAME CHANGE: 19931116 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED LENDING CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 w92016asc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Nobel Learning Communities, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

773415 10 4

(CUSIP Number)

William L. Walton
Chairman and Chief Executive Officer
Allied Capital Corporation
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 331-1112

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 31, 2003

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]


CUSIP No. 773415 10 4		Page 2 of 13



1.	Names of Reporting Person(s)

	Allied Capital Corporation

	I.R.S. Identification Number: 52-1081052

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)		[ ]
	(b)		[ ]

3.	SEC Use Only

4.	Source of Funds (See Instructions)		WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		[ ]

6.	Citizenship or Place of Organization		Maryland

Number of	7.	Sole Voting Power	682,240
Shares
Beneficially	8.	Shared Voting Power	-0-
Owned by
Each	9.	Sole Dispositive Power	682,240
Reporting
Person With	10.	Shared Dispositive Power	-0-

11.	Aggregate Amount Beneficially Owned by Each Reporting Person		682,240

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares		[ ]

13.	Percent of Class Represented by Amount in Row (11)		9.26%

14.	Type of Reporting Person (See Instructions)		CO


CUSIP No. 773415 10 4		Page 3 of 13



1.	Names of Reporting Person(s)

	Allied Investment Corporation

	I.R.S. Identification Number: 52-1278855

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)		[ ]
	(b)		[ ]

3.	SEC Use Only

4.	Source of Funds (See Instructions)		WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		[ ]

6.	Citizenship or Place of Organization		Maryland

Number of	7.	Sole Voting Power	-0-
Shares
Beneficially	8.	Shared Voting Power	-0-
Owned by
Each	9.	Sole Dispositive Power	-0-
Reporting
Person With	10.	Shared Dispositive Power	-0-

11.	Aggregate Amount Beneficially Owned by Each Reporting Person		-0-

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.	Percent of Class Represented by Amount in Row (11)		0%

14.	Type of Reporting Person (See Instructions)		CO


CUSIP No. 773415 10 4		Page 4 of 13

Introduction

This Amendment No. 1 to the Schedule 13D filed by Allied Capital Corporation and Allied Investment Corporation with the Securities and Exchange Commission on October 22, 1998 (the “Schedule 13D”) amends the Schedule 13D to reflect the fact that (i) certain shares of Series D Convertible Preferred Stock of Nobel Learning Communities, Inc. held by Allied Capital Corporation and Allied Investment Corporation may no longer be converted into shares of common stock, par value $0.001 per share, of Nobel Learning Communities, Inc., (ii) certain warrants to purchase shares of common stock, par value $0.001 per share, of Nobel Learning Communities, Inc. held by Allied Capital Corporation and Allied Investment Corporation expired unexercised and (iii) Allied Capital Corporation purchased shares of Series F Convertible Preferred Stock of Nobel Learning Communities, Inc.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby replaced in its entirety as follows:

This statement relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Nobel Learning Communities, Inc., a Delaware corporation (“Nobel”), with its principal offices located at 1615 West Chester Pike, West Chester, PA 19382.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby replaced in its entirety as follows:

This statement is hereby being filed by Allied Capital Corporation (“Allied Capital”) and its wholly owned subsidiary, Allied Investment Corporation (“AIC” and together with Allied Capital, the “Reporting Persons”). The Reporting Persons are Maryland corporations with their principal executive offices located at 1919 Pennsylvania Avenue, N.W., Washington, DC 20006-3434.

Allied Capital is an internally managed closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940. AIC has also elected to be regulated as a BDC and is licensed under the Small Business Investment Act of 1958 as a small business investment company.

Certain information with respect to the directors and executive officers of the Reporting Persons is set forth in Exhibit 99.1 attached hereto, including each director’s and each executive officer’s business address, present principal occupation or employment, citizenship and other information.

None of the Reporting Persons nor, to the best of their knowledge, any director, executive officer or controlling person of any Reporting Person has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding any Reporting Person or any director, executive officer or controlling


CUSIP No. 773415 10 4		Page 5 of 13

person of any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to, federal or state securities laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby replaced in its entirety as follows:

Pursuant to the terms of an Investment Agreement, dated June 30, 1998, by and among Allied Capital, Nobel and certain affiliates of Nobel, Allied Capital acquired a note and certain warrants to purchase shares of Common Stock of Nobel (such warrants sometimes being referred to herein as the “Common Stock Purchase Warrants”). In consideration of an investment in the aggregate amount of $10,000,000, Nobel issued a note in the aggregate principal amount of $10,000,000, together with Common Stock Purchase Warrants to purchase in the aggregate up to 531,255 shares of Nobel’s Common Stock.

Pursuant to the terms of a Stock Purchase Agreement, dated September 9, 2003, by and between Allied Capital and Nobel, Allied Capital acquired 150,526 shares of Series F Convertible Preferred Stock of Nobel (the “Series F Preferred Stock”) for a purchase price of $5.10 per share. The Series F Preferred Stock is convertible into one share of Common Stock.

Allied Capital invested monies available from its working capital to purchase the note, the Common Stock Purchase Warrants and the Series F Preferred Stock.

Pursuant to the terms of the Series F Preferred Stock, Allied Capital has received payment-in-kind dividends of 459 shares of Series F Preferred Stock from Nobel.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby replaced in its entirety as follows:

(a) Allied Capital has the right to acquire up to 682,240 shares of Common Stock or 9.26% of the outstanding shares of Common Stock.

(b) Upon exercise of the Common Stock Purchase Warrants and the conversion of all of the Series F Preferred Stock held by Allied Capital, Allied Capital would have sole power to vote, and sole power to dispose of 682,240 shares of Common Stock. Assuming that the Common Stock Purchase Warrants are exercised in full and all of the Series F Preferred Stock held by Allied Capital is converted into Common Stock, Allied Capital would have sole voting and dispositive power over 9.26% of the outstanding shares of Common Stock.

(c) See Item 3 above.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.


CUSIP No. 773415 10 4		Page 6 of 13

(e) On August 31, 2003, certain shares of Series D Convertible Preferred Stock of Nobel held by AIC ceased to be convertible into shares of Common Stock. On September 1, 2003, certain warrants to purchase shares of Common Stock held by AIC expired unexercised. As a result of these events, AIC is no longer the beneficial owner of any shares of Common Stock.

The percentage ownership of the shares of Common Stock held by Allied Capital contained in this Amendment No. 1 is based on the number of shares of Common Stock outstanding as of November 10, 2003, as disclosed in Nobel’s Form 10-Q for the quarter ended September 30, 2003.

Item 7. Material to be Filed as Exhibits.


Exhibit No.		Description


Exhibit 1.1		Joint Filing Agreement between Allied Capital Corporation and Allied Investment Corporation

Exhibit 99.1		Directors and Executive Officers of Allied Capital Corporation and Allied Investment Corporation


CUSIP No. 773415 10 4		Page 7 of 13

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.



Date:	November 21, 2003

		ALLIED CAPITAL CORPORATION


		By:	/s/ Penni F. Roll Penni F. Roll Chief Financial Officer


		ALLIED INVESTMENT CORPORAITON


		By:	/s/ Penni F. Roll Penni F. Roll Chief Financial Officer

EX-1.1 3 w92016aexv1w1.htm EXHIBIT 1.1 exv1w1


CUSIP No. 773415 10 4		Page 8 of 13

Exhibit 1.1

JOINT FILING AGREEMENT

This Joint Filing Agreement (this “Agreement”) is entered into on November 21, 2003 by and between Allied Capital Corporation, a Maryland Corporation (“Allied Capital”), and Allied Investment Corporation, a Maryland corporation (“AIC”).

Background

AIC is a wholly owned subsidiary of Allied Capital. Both AIC and Allied Capital have an obligation to file a Schedule 13D with the Securities and Exchange Commission with respect to their beneficial ownership of shares of common stock of Nobel Learning Communities, Inc. (the “Company”). AIC and Allied Capital desire to provide for the filing of a joint statement on Schedule 13D to reflect their ownership of shares of common stock of the Company on the terms and conditions set forth herein.

NOW THEREFORE, intending to be legally bound hereby, and for good and valuable consideration, the receipt of which is hereby acknowledge, the parties hereto agree as follows:

1. Each party hereto represents to the other party that it is eligible to use Schedule 13D in accordance with Regulation 13D promulgated under the Securities Exchange Act of 1934, as amended. The parties hereto agree that, from and after the date hereof, one statement on Schedule 13D shall be filed on behalf of each of them with respect to their ownership of shares of common stock of the Company.

2. Each party hereto acknowledges and agrees that it shall be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. Neither party shall be responsible for the completeness or accuracy of the information concerning the other party hereto unless such party knows or has reason to believe that such information is inaccurate.

3. The parties hereto acknowledge and agree that this Agreement will be filed as an exhibit to their Schedule 13D and any amendments thereto.


CUSIP No. 773415 10 4		Page 9 of 13

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written



		ALLIED CAPITAL CORPORATION


		By:		/s/ Penni F. Roll Penni F. Roll Chief Financial Officer


		ALLIED INVESTMENT CORPORAITON


		By:		/s/ Penni F. Roll Penni F. Roll Chief Financial Officer

EX-99.1 4 w92016aexv99w1.htm EXHIBIT 99.1 exv99w1


CUSIP No. 773415 10 4		Page 10 of 13

Exhibit 99.1

ALLIED CAPITAL CORPORATION

Unless otherwise indicated, the business address for each of the directors and executive officers of Allied Capital Corporation is 1919 Pennsylvania Ave., N.W., Washington DC 20006. All directors and executive officers of Allied Capital Corporation are United States citizens.


Directors		Principal Occupation

William L. Walton		Chairman and Chief Executive Officer Allied Capital Corporation

Brooks H. Browne		Private Investor

John D. Firestone		Partner Secor Group

Anthony T. Garcia		Vice President of Finance Formity Systems, Inc.

Anne Torre Grant		Strategic and Financial Consultant

Lawrence I. Hebert		President and Chief Executive Officer Riggs Bank N.A.

John I. Leahy		President Management and Marketing Associates

Robert E. Long		Managing Director Goodwyn Long & Black Investment Management, Inc.

Alex J. Pollock		President and Chief Executive Officer Federal Home Loan Bank of Chicago


CUSIP No. 773415 10 4		Page 11 of 13


Guy T. Steuart II		President and Director Steuart Investment Company

Laura W. van Roijen		Private Real Estate Investor


Executive Officers

William L. Walton		Chairman and Chief Executive Officer Allied Capital Corporation

Joan M. Sweeney		Chief Operating Officer Allied Capital Corporation

Penni F. Roll		Chief Financial Officer Allied Capital Corporation

Scott S. Binder		Managing Director and Chief Valuation Officer Allied Capital Corporation

Michael J. Grisius		Managing Director Allied Capital Corporation

Robert D. Long		Managing Director Allied Capital Corporation

Edward H. Ross		Managing Director Allied Capital Corporation

John M. Scheurer		Managing Director Allied Capital Corporation

John D. Shulman		Managing Director Allied Capital Corporation

Paul R. Tanen		Managing Director Allied Capital Corporation

Thomas H. Westbrook		Managing Director Allied Capital Corporation

G. Cabell Williams III		Managing Director Allied Capital Corporation


CUSIP No. 773415 10 4		Page 12 of 13



Kelly Andersen		Executive Vice President and Treasurer Allied Capital Corporation

Suzanne V. Sparrow		Executive Vice President and Corporate Secretary Allied Capital Corporation

Chuck Dieveney		Principal Allied Capital Corporation

Janet McCabe		Senior Vice President and Director of Investor Relations Allied Capital Corporation

Timothy Pease		Senior Vice President and Director of Financial Operations Allied Capital Corporation

Scott A. Somer		Senior Vice President and Director of Portfolio Management Allied Capital Corporation


CUSIP No. 773415 10 4		Page 13 of 13

ALLIED INVESTMENT CORPORATION

All of the directors and executive officers of Allied Capital Corporation hold all of the same respective offices at Allied Investment Corporation. Unless otherwise indicated, the business address for each of the directors and executive officers of Allied Investment Corporation is 1919 Pennsylvania Ave., NW, Washington DC 20006.

All directors and executive officers of Allied Investment Corporation are United States citizens. -----END PRIVACY-ENHANCED MESSAGE-----

	(a)		Allied Capital has the right to acquire up to 682,240 shares of Common Stock or 9.26% of the outstanding shares of Common Stock.

	(b)		Upon exercise of the Common Stock Purchase Warrants and the conversion of all of the Series F Preferred Stock held by Allied Capital, Allied Capital would have sole power to vote, and sole power to dispose of 682,240 shares of Common Stock. Assuming that the Common Stock Purchase Warrants are exercised in full and all of the Series F Preferred Stock held by Allied Capital is converted into Common Stock, Allied Capital would have sole voting and dispositive power over 9.26% of the outstanding shares of Common Stock.

	(c)		See Item 3 above.

	(d)		No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.