X0201 4 2004-03-01 0 0001130950 EXCELLIGENCE LEARNING CORP LRNS 0001170600 WESKIDS III LLC 310 SOUTH STREET MORRISTOWN NJ 07962 0 0 1 1 See General Remarks 0001145245 SIMON WILLIAM E & SONS PRIVATE EQUITY PARTNERS LP 310 SOUTH STREET MORRISTOWN NJ 07962 0 0 0 1 See General Remarks 0001272306 SIMON WILLIAM E & SONS PRIVATE EQUITY LLC 310 SOUTH STREET MORRISTOWN NJ 07962 0 0 0 1 See General Remarks Common Stock, par value $.01 per share 2004-03-01 4 S 0 5780.0000 5.6375 D 360909.0000 I See footnotes Common Stock, par value $.01 per share 2004-03-02 4 S 0 15486.0000 5.8072 D 345423.0000 I See footnotes Common Stock, par value $.01 per share 2004-03-02 4 S 0 11288.0000 5.8072 D 334135.0000 I See footnotes Common Stock, par value $.01 per share 2004-03-02 4 S 0 7398.0000 5.8072 D 326737.0000 I See footnotes Common Stock, par value $.01 per share 1478700.0000 D Represents the reporting persons' pecuniary interest in shares of the issuer disposed of by Educational Simon. WESKIDS III, L.L.C. ("WESKIDS") is the managing member of IPP99, the managing member of William E. Simon & Sons Private Equity, L.L.C. ("WES LLC") and a limited partner of WES. IPP99 is the managing member of Educational Simon, L.L.C. ("Educational Simon"). WES LLC is the general partner of WES, and WES is a member of Educational Simon. Following all of the reported transactions, WESKIDS indirectly beneficially owns 585,710 shares of the issuer's common stock and disclaims beneficial ownership of the 1,881,637 shares of the issuer's common stock directly and/or indirectly beneficially owned by the other members of IPP99, the other limited partners of WES, and the other members of WES LLC. Following all of the reported transactions, IPP99 directly beneficially owns 988,647 shares of the issuer's common stock... (continued in footnote 4) (continuation of footnote 3) .... Following all of the reported transactions, WES directly beneficially owns 1,478,700 shares of the issuer's common stock. Following all of the reported transactions, WES LLC indirectly beneficially owns 22,180 shares of the issuer's common stock and disclaims beneficial ownership of the 2,445,167 shares of the issuer's common stock directly and/or indirectly beneficially owned by the limited partners of WES, IPP99, and WESKIDS. On December 9, 2003, Educational Simon effected a distribution of 2,912,806 of the issuer's shares of common stock held by Educational Simon to its members pro rata in accordance with each such member's ownership interest in Educational Simon and without any payment required on the part of such members. As a consequence of such distribution and following the transactions reported hereby, the reporting persons beneficially own the number of shares of the issuer?s common stock described above. Represents the reporting persons' pecuniary interest in shares of the issuer disposed of by Educational Simon. Following the reported transactions, Educational Simon no longer beneficially owns any shares of the issuer. Represents WESKIDS pecuniary interest in shares of the issuer disposed of by IPP99. Represents shares of common stock of the issuer directly beneficially owned by WES. One of the reporting persons, William E. Simon & Sons Private Equity Partners, L.P. ("WES"), indirectly beneficially owns greater than ten percent of the issuer's outstanding common stock. The reporting person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock. WESKIDS III, L.L.C. By: Christine Jenkins Vice President and Secretary 2004-03-03 William E. Simon & Sons Private Equity Partners, L.P. By: Christine Jenkins, Executive Vice President and Secretary 2004-03-03 William E. Simon & Sons Private Equity, L.L.C. By: Christine Jenkins, Executive Vice President and Secretary 2004-03-03