X0202 4 2005-06-01 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 2005-06-01 4 S 0 16116 6.4752 D 313432 I See footnotes Common Stock, par value $.01 per share 1478700 D Represents WESKIDS III, L.L.C. ("WESKIDS") pecuniary interest in shares of the issuer disposed of by IPP99 Private Equity, LLC ("IPP99"). 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 (as defined below). 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 569,593 shares of the issuer's common stock and disclaims beneficial ownership of the 1,849,405 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 940,298 shares of the issuer's common stock... (continued in footnote 3) (continuation of footnote 2) ...Following all of the reported transactions, WES directly beneficially owns 1,478,700 shares of the issuer's common stock and disclaims beneficial ownership of the 940,298 shares of the issuer's common stock directly beneficially owned by IPP99. 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 2,396,818 shares of the issuer's common stock directly and/or indirectly beneficially owned by the limited partners of WES, IPP99, and WESKIDS... (continued in footnote 4) (continuation of footnote 3) ...On December 9, 2003, Educational Simon effected a distribution of 2,912,806 shares 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 in March 2004 and hereby, the reporting persons beneficially own the number of shares of the issuer?s common stock described above. 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 2005-06-03 William E. Simon & Sons Private Equity Partners, L.P. By: William E. Simon & Sons Private Equity, L.L.C. By: Christine Jenkins, Executive Vice President and Secretary 2005-06-03 William E. Simon & Sons Private Equity, L.L.C. By: Christine Jenkins, Executive Vice President and Secretary 2005-06-03