SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement

Under Section 13(e) of the Securities Exchange Act of 1934

Amendment No. 4

New Horizons Worldwide, Inc.

(Name of Issuer)

New Horizons Worldwide, Inc.

Mark A. Miller

Charles J. Mallon

Timothy E. Kleczka

David L. Warnock

Alwaleed Aldryaan

William H. Heller

Donald W. Hughes

Arnold M. Jacob

Robert H. Orley

Curtis Lee Smith, Jr.

(Name of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

645526104

(CUSIP Number of Class of Securities)

Mark A. Miller
President and Chief Executive Officer
1900 S. State College Boulevard, Suite 650
Anaheim, California  92806
(714) 940-8000
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)

With copies to:

Justin W. Chairman, Esq.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

(215) 963-5000

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation(1)	Amount of Filing Fee(2)
$5,550	$1.00

(1)		Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of approximately 3,000 shares of Common Stock for $1.85 in cash per share on a pre-split basis in lieu of fractional shares to holders of less than 1 share after the proposed reverse stock split.
(2)		The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0000558 multiplied by the total Transaction Valuation.
o	Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:			Filing Party:
Form or Registration No.:			Date Filed:

This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed by (i) New Horizons Worldwide, Inc., Inc., a Delaware corporation (the “Company”) and the issuer of the common stock subject to this Schedule 13E-3 (the “Common Stock”); (ii) Mark A. Miller, President, Chief Executive Officer and Chairman of the Board of the Company; (iii) Charles J. Mallon, Chief Financial Officer of the Company; (iv) Timothy E. Kleczka, Senior Vice President, Operations, of the Company; (v) David L. Warnock, director of the Company; (vi) Alwaleed Aldryaan, director of the Company; (vii) William H. Heller, director of the Company; (viii) Donald W. Hughes, director of the Company; (ix) Arnold M. Jacob, director of the Company; (x) Robert H. Orley, director of the Company; and (xi) Curtis Lee Smith, Jr., director of the Company (collectively with the Company, the “Filing Parties”).  This Schedule 13E-3 relates to a proposal to the Company’s stockholders to approve a 1-for-25 reverse stock split of the Common Stock and, subsequently, a 25-for-1 forward stock split of the Common Stock (collectively, the “Reverse/Forward Stock Splits”).

Concurrently with the filing of this Schedule 13E-3, the Company is filing with the Securities and Exchange Commission a definitive proxy statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the annual meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon proposals to approve the Reverse/Forward Stock Splits.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement.

Item 1.  Summary Term Sheet.

The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

Item 2.  Subject Company Information.

(a) Name and Address:  The name of the Company is New Horizons Worldwide, Inc., a Delaware corporation, which has its principal executive offices at 1 W Elm St, Ste 125, Conshohocken, PA 19428, phone number: (484) 567-3000. The principal executive office of the Company is also found throughout the Proxy Statement.

(b) Securities:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“GENERAL INFORMATION ABOUT THE ANNUAL MEETING - What Constitutes a Quorum”

(c) Trading Market and Price:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 “ADDITIONAL INFORMATION ABOUT THE COMPANY – Common Stock Trading Market and Price, Dividend Policy and Transactions”

(d) Dividends:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“ADDITIONAL INFORMATION ABOUT THE COMPANY – Common Stock Trading Market and Price, Dividend Policy and Transactions”

(e) Prior Public Offerings:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“ADDITIONAL INFORMATION ABOUT THE COMPANY – Common Stock Trading Market and Price, Dividend Policy and Transactions”

(f) Prior Stock Purchases:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Prior Shares Purchases by the Filing Persons”

Item 3.  Identity and Background of Filing Person.

(a) Name and Address: The name of the Company is New Horizons Worldwide, Inc., a Delaware corporation, which has its principal executive offices at 1 W Elm St, Ste 125, Conshohocken, PA 19428, phone number: (484) 567-3000.  The information set forth in the Proxy Statement under the following captions is also incorporated herein by reference as it relates to the Filing Parties who are natural persons:

“SPECIAL FACTORS – The Filing Persons”

(b) Business and Background of Entities: Not applicable

(c) Business and Background of Natural Persons: The information set forth in the Proxy Statement under the following captions is incorporated herein by reference as it relates to the Filing Parties who are natural persons:

“ELECTION OF DIRECTORS”

“EXECUTIVE OFFICERS”

“STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

Item 4.  Terms of the Transaction.

(a) Material Terms:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS”

“PROPOSAL 1—APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A 1-FOR-25 REVERSE STOCK SPLIT”

“PROPOSAL 2—APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A 25-FOR-1 FORWARD STOCK SPLIT”

“GENERAL INFORMATION ABOUT THE ANNUAL MEETING”

(b) Purchases:  None.

(c) Different Terms:  None.

(d) Appraisal Rights:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS — No Appraisal and Dissenters’ Rights”

(e) Provisions for Unaffiliated Security Holders:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Procedural Fairness”

(f) Eligibility for Listing or Trading:  Not applicable.

Item 5.  Past Contracts, Transactions, Negotiations and Agreements.

Not applicable.

Item 6.  Purposes of the Transaction and Plans or Proposals.

(a) Purposes:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Effects of the Transaction”

“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward Stock Split”

“SPECIAL FACTORS — Factors in Support of the Proposed Transaction”

(b) Use of Securities Acquired:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Effects of the Transaction”

(c) Plans:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Effects of the Transaction”

“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward Stock Split”

“SPECIAL FACTORS — Factors in Support of the Proposed Transaction”

“SPECIAL FACTORS — Potential Conflicts of Interest”

“SPECIAL FACTORS — Conduct of the Company Following the Reverse/Forward Stock Split”

Item 7.  Purposes, Alternatives, Reasons and Effects.

(a) Purposes: The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward Stock Split”

“SPECIAL FACTORS — Factors in Support of the Proposed Transaction”

(b) Alternatives: The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Alternatives Considered”

(c) Reasons: The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Effects of the Transaction”

“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward Stock Split”

“SPECIAL FACTORS — Factors in Support of the Proposed Transaction”

(d) Effects: The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Effects of the Transaction”

“SPECIAL FACTORS — Filings Persons Interest in Net Book Value and Net Earnings”

Item 8.  Fairness of the Transaction.

(a) Fairness:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Effects of the Transaction”

“SPECIAL FACTORS — Summary of Fairness Opinion”

“SPECIAL FACTORS — Fairness of the Reverse Stock Split and Fairness of Purchase Price”

“SPECIAL FACTORS — Fairness to Unaffiliated Stockholders”

“SPECIAL FACTORS — Procedural Fairness”

“SPECIAL FACTORS — Position of Affiliates as to Fairness”

“Annex C — Fairness Opinion of Baker-Meekins”

(b) Factors Considered in Determining Fairness:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Effects of the Transaction”

“SPECIAL FACTORS — Summary of Fairness Opinion”

“SPECIAL FACTORS — Fairness of the Reverse Stock Split and Fairness of Purchase Price”

“SPECIAL FACTORS — Fairness to Unaffiliated Stockholders”

“Annex C — Fairness Opinion of Baker-Meekins”

(c) Approval of Security Holders:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Procedural Fairness”

(d) Unaffiliated Representative:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Procedural Fairness”

(e) Approval of Directors:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Summary of Fairness Opinion”

(f) Other Offers:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Fairness of the Reverse Stock Split and Fairness of Purchase Price”

Item 9.  Reports, Opinions, Appraisals and Negotiations.

(a) Report, Opinion or Appraisal:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward Stock Split”

“SPECIAL FACTORS — Summary of Fairness Opinion”

“SPECIAL FACTORS — Previous Valuations by Baker-Meekins”

“Annex C — Fairness Opinion of Baker-Meekins”

(b) Preparer and Summary of the Report, Opinion or Appraisal:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward Stock Split”

“SPECIAL FACTORS — Summary of Fairness Opinion”

“Annex C — Fairness Opinion of Baker-Meekins”

(c) Availability of Documents:  The reports, opinions or appraisal referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during regular business hours by any interested holder of Common Stock or any representative who has been designated in writing. The availability of these documents is also highlighted in the Proxy Statement under the heading “SPECIAL FACTORS — Summary of Fairness Opinion.”

Item 10.  Source and Amount of Funds or Other Consideration.

(a) Source of Funds:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Fees and Expenses”

(b) Conditions:  None.

(c) Expenses:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Fees and Expenses”

(d) Borrowed Funds:  None.

Item 11.  Interest of Securities of the Subject Company.

(a) Securities Ownership:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

(b) Securities Transactions:  None.

Item 12.  The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Potential Conflicts of Interest”

(e) Recommendations of Others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the Reverse/Forward Stock Split”

“SPECIAL FACTORS — Purposes of, Advantages of and Disadvantages of the Transaction”

“SPECIAL FACTORS — Effects of the Transaction”

“SPECIAL FACTORS — Summary of Fairness Opinion”

“SPECIAL FACTORS — Fairness of the Reverse Stock Split and Fairness of Purchase Price”

“SPECIAL FACTORS — Fairness to Unaffiliated Stockholders”

Item 13.  Financial Statements.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SELECTED HISTORICAL FINANCIAL DATA”

“INFORMATION INCORPORATED BY REFERENCE”

Item 14.  Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations:  None.

(b) Employees and Corporate Assets:  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“GENERAL INFORMATION ABOUT THE ANNUAL MEETING — Who conducts the proxy solicitation and how much will it cost?”

Item 15.  Additional Information.

None.

Item 16.  Exhibits.

Item 1016 of Regulation M-A:

(a) Definitive proxy statement for the special meeting of the shareholders of the Company, including copies of proxy cards for the shareholders of the Company (incorporated herein by reference to the Schedule 14A filed with the Commission on June 18, 2009).

(c)(1) Opinion of Baker-Meekins LLP (attached as Annex C to the Proxy Statement and incorporated herein by reference).

(c)(2) Presentation materials prepared by Baker-Meekins LLP, as presented to the Company’s Board of Directors on March 17, 2009.

(c)(3) Presentation materials prepared by Baker-Meekins LLP, as delivered to the Company’s Board of Directors on March 20, 2009 and as reviewed by the Company’s Board of Directors on March 24, 2009.

SIGNATURES

After due 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.

Dated: June 18, 2009

NEW HORIZONS WORLDWIDE, INC.
By:	/s/ Mark A. Miller
	Name: Mark A. Miller
	Title: President and Chief Financial Officer

Exhibit Index

Exhibit  No.	Description
(a)	Definitive proxy statement for the special meeting of the shareholders of the Company, including copies of proxy cards for the shareholders of the Company (incorporated herein by reference to the Schedule 14A filed with the Commission on June 18, 2009).
(c)(1)	Opinion of Baker-Meekins LLP (attached as Annex C to the Proxy Statement and incorporated herein by reference).
(c)(2)	Presentation materials prepared by Baker-Meekins LLP, as presented to the Company’s Board of Directors on March 17, 2009.
(c)(3)	Presentation materials prepared by Baker-Meekins LLP, as delivered to the Company’s Board of Directors on March 20, 2009 and as reviewed by the Company’s Board of Directors on March 24, 2009.

EX-99.(C)(2)

Exhibit (c)(2)

BAKER MEEKINS NEW HORIZONS WORLDWIDE, INC. Board of Directors Fairness Opinion Preliminary Range of Fairness The Baker-Meekins Company, Inc.

Baker-Meekins Company Baker-Meekins provides valuation and financial advisory services to a diverse set of companies in a wide range of industries Independent Operating since 1987 2 The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors

Purpose of Assignment Provide the Board of Directors with a preliminary range of fair values in connection with a proposed repurchase of shares Assist the Board of Directors in its consideration of the Transaction After the Board has determined an offering price, render an opinion as to whether the financial consideration specified in the Proxy is fair, from a financial point of view, to the shareholders whose fractional shares are being repurchased The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 3

Standard of Value New Horizon’s counsel has advised that the appropriate standard of value under Delaware law for this purpose is “entire fairness” as it would apply in the context of appraisal or dissenters’ rights For the purpose of this assignment, we have considered fair value as a proportionate share of equity value, as a going concern, before consideration of discounts for minority interest or lack of marketability The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 4

Valuation Methodologies Market-based Approaches Actual Trading Prices for New Horizons Guideline public companies Guideline acquired companies Not utilized for this analysis Income Approach Discounted cash flow analysis Asset-based Approach Often utilized in a liquidation scenario Not utilized for this analysis The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 5

Actual Trading Prices The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 6 NEW HORIZONS WORLDWIDE INC as of 11-Mar-2009 Splits: Millions 0.0 0.5 1.0 1.5 0 2 4 6 8 Jan05 Jan06 Jan07 Jan08 Jan09 Copyright 2009 Yahoo! Inc. http://finance.yahoo.com/

Actual Trading Prices Over the past 52 weeks, New Horizons’ common shares have traded in a range from $0.30 to $1.80 per share Over last 30 days, from $0.54 to $0.60 On March 10, 2009, the shares closed at $0.60 per share Based on 27,781,802 fully diluted shares outstanding, the March 10, 2009 closing price equates to a market capitalization of $16.7 million The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 7

Review of New Horizons Restructuring of Business In 2006, New Horizons began focusing on the more profitable franchising operations Significantly reduced company-owned training centers to two in 2007, none were sold in 2008 Small-footprint Model Built around Mentored Learning Program Allows for lower cost base and increased flexibility The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 8

Market-based Approaches Guideline public company analysis Selection and analysis of companies Comparison of performance Application of valuation multiples to New Horizons Determination of value of total capitalization and common equity The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 9

Comparative Operating Characteristics Quantitative Operating margins slightly below the median of the guideline companies Several years of operating losses prior to 2007 Total revenue well below each of the guideline company revenue levels Relatively low leverage (5.4% debt to total capitalization) Qualitative Less diversified in course offerings Focusing mostly on franchising operations Our selected multiples generally ranged from approximately the 3rd quartile to a level remaining below the median The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 10

Valuation Metrics The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 11 Latest Twelve-Months Projected 2009 Guideline Company Revenue EBITDA % NOPAT % Revenue EBITDA NOPAT Learning Tree International, Inc. $168,354 $18,327 10.9% $7,259 4.3% $169,650 $19,325 $7,531 Skillsoft Plc 325,529 78,280 24.0% 43,360 13.3% 339,150 102,500 50,528 Lincoln Educational Services Corp. 359,878 48,814 13.6% 18,591 5.2% 405,900 56,469 23,056 ITT Educational Services, Inc. 1,015,333 350,101 34.5% 195,001 19.2% 1,225,400 431,100 242,257 Devry Inc. 1,241,110 234,096 18.9% 118,099 9.5% 1,410,950 277,850 141,272 Strayer Education, Inc. 396,275 137,612 34.7% 77,506 19.6% 495,300 173,839 99,776 Low 168,354 18,327 10.9% 7,259 4.3% 169,650 19,325 7,531 High 1,241,110 350,101 34.7% 195,001 19.6% 1,410,950 431,100 242,257 Mean 584,413 144,538 22.8% 76,636 11.8% 674,392 176,847 94,070 Median 378,077 107,946 21.5% 60,433 11.4% 450,600 138,169 75,152 New Horizons Worldwide, Inc. 37,237 6,884 18.5% 3,701 9.9% 43,743 6,940 3,664 $ in Thousands

Calculation of Valuation Multiples The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 12 Market Value of Total Capitalization to: Forecast Price/ Latest Twelve-Months Projected 2009 Earnings Forecast Guideline Company Revenue EBITDA NOPAT Revenue EBITDA NOPAT Per Share Earnings Learning Tree International, Inc. 0.44 4.0 10.1 0.43 3.8 9.7 $0.04 NMF Skillsoft Plc 1.82 7.6 13.6 1.74 5.8 11.7 $0.37 13.51 Lincoln Educational Services Corp. 1.32 9.7 25.5 1.17 8.4 20.5 $0.94 17.87 ITT Educational Services, Inc. 3.93 11.4 20.4 3.25 9.2 16.5 $6.60 16.3 Devry Inc. 2.60 13.8 27.3 2.29 11.6 22.8 $2.23 20.3 Strayer Education, Inc. 5.61 16.2 28.7 4.49 12.8 22.3 $7.00 23.4 Low 0.44 4.0 10.1 0.43 3.8 9.7 0.04 13.51 Third quartile 1.44 8.1 15.3 1.31 6.4 12.9 0.51 16.29 Median 2.21 10.5 23.0 2.01 8.8 18.5 1.59 17.87 First quartile 3.59 13.2 26.8 3.01 11.0 21.9 5.51 20.31 High 5.61 16.2 28.7 4.49 12.8 22.8 7.00 23.44 Mean 2.62 10.4 20.9 2.23 8.6 17.3 2.86 18.29

Guideline Public Company Analysis The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 13 Selected Range of Multiples Metric New Horizons Lower Bound Upper Bound Indicated Range of Values LTM EBITDA $6,884 8.0 -- 9.0 55,000 -- 62,000 Forecast EBITDA $6,940 6.5 -- 7.5 45,000 -- 52,000 LTM NOPAT $3,701 15.5 -- 16.5 57,300 -- 61,000 Forecast NOPAT $3,664 13.0 -- 14.0 47,500 -- 51,300 Price to Earnings 1 $3,509 16.0 -- 17.0 57,000 -- 60,300 1 P/E range of values includes debt addition of $714 $ in Thousands

Discounted Cash Flow Analysis Review of economy and industry Calculate cost of capital (WACC) Target capital structure assumed to be all equity Received and reviewed management’s forecast Prepared an operating and investment forecast Discount to a present value future free cash flows using WACC to determine value of total capitalization and common equity The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 14

Weighted Average Cost of Capital The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 15 CAPITAL ASSET PRICING MODEL COST OF DEBT Marginal cost of borrowing 1 3.52% Effective Tax Rate 38.0% Cost of debt, after tax 2.18% COST OF EQUITY Selected unlevered beta for the Company 0.90 The Company's debt to equity ratio 0.0% The Company's forecast beta 0.90 (unlevered beta x (1+((1- tax rate) x debt to equity ratio)) Risk-free rate of return 3 4.50% Long-term equity risk premium 4 6.83% Forecast beta 0.90 Beta adjusted equity risk premium 6.15% Small stock risk premium 5 5.82% Cost of Equity 16.47% CAPITAL STRUCTURE Equity to total capital 100.0% Debt to total capital 6 0.0% Total Capital 100.0% WEIGHTED AVERAGE COST OF CAPITAL 16.47% Footnotes on following page

Weighted Average Cost of Capital (Cont.) The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 16 Sources: 1 Company's actual cost of debt 2 Calculated by BM using 5-year, weekly data or other source, Lincoln Educational Services calculated over ~ 3.5 years 3 Using 4.5% rate to represent a more normalized rate going forward, rate at 12/31/2008 equal to 3.05% 4 Stocks, Bonds, Bills and Inflation Valuation Edition 2008 , Morningstar, 2008 5 Stocks, Bonds, Bills and Inflation Valuation Edition 2008 , Morningstar, 2008 6 Estimated actual capital structure

Detailed Operating Forecast The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 17 $ in Thousands Actual Fiscal Year Ended 12/31/2008 2009 2010 2011 2012 2013 2014 Franchising revenues 21,951 26,654 31,611 35,612 38,845 42,772 44,911 Growth 21.4% 18.6% 12.7% 9.1% 10.1% 5.0% % of net revenue 58.9% 60.9% 62.2% 62.4% 62.0% 62.0% 62.0% Company-owned training center revenues 15,286 17,089 19,234 21,446 23,784 26,162 27,470 Growth 11.8% 12.6% 11.5% 10.9% 10.0% 5.0% % of net revenue 41.1% 39.1% 37.8% 37.6% 38.0% 38.0% 38.0% Net revenue $37,237 $43,743 $50,845 $57,058 $62,629 $68,934 $72,381 Growth 17.5% 16.2% 12.2% 9.8% 10.1% 5.0% Operating Expenses Cost of sales 14,005 17,770 20,558 23,052 25,335 27,883 29,277 Annual growth 26.9% 15.7% 12.1% 9.9% 10.1% 5.0% % of net revenue 37.6% 40.6% 40.4% 40.4% 40.5% 40.4% 40.4% Selling, general & administrative 17,266 20,067 21,724 23,048 24,175 25,392 26,027 Annual growth 16.2% 8.3% 6.1% 4.9% 5.0% 2.5% % of net revenue 46.4% 45.9% 42.7% 40.4% 38.6% 37.5% 36.0% Total Operating Expenses 31,271 37,837 42,282 46,100 49,511 53,275 55,304 Annual Growth 21.0% 11.7% 9.0% 7.4% 7.6% 3.8% % of Net Sales 84.0% 86.5% 83.2% 80.8% 79.1% 77.3% 76.4% Operating Income (EBIT) $5,966 $5,906 $8,563 $10,958 $13,118 $15,658 $17,076 Operating Margin 16.0% 13.5% 16.8% 19.2% 20.9% 22.7% 23.6% Forecast Period Fiscal Year Ending December 31,

Calculation of Forecast Investment The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 18 $ in Thousands Actual Fiscal Year Ended 12/31/2008 2009 2010 2011 2012 2013 2014 Net Sales $37,237 $43,743 $50,845 $57,058 $62,629 $68,934 $72,381 Investment in Working Capital Current Assets Cash 639 3,686 9,744 17,838 31,885 43,808 56,553 Adjustment to eliminate excess cash 0 (1,499) (7,202) (14,986) (28,754) (40,362) (52,934) Cash for working capital requirements 639 2,187 2,542 2,853 3,131 3,447 3,619 % of revenues 1.7% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Other current assets 9,062 8,090 8,236 9,059 9,965 10,962 11,510 Total current assets 9,701 10,277 10,778 11,912 13,096 14,409 15,129 % of net revenue 26.1% 23.5% 21.2% 20.9% 20.9% 20.9% 20.9% Total non-interest bearing current liabilities 12,206 11,140 10,802 11,197 11,613 12,075 11,955 % of net revenue 32.8% 25.5% 21.2% 19.6% 18.5% 17.5% 16.5% Primary Working Capital ($2,505) ($863) ($24) $715 $1,483 $2,334 $3,174 % of net revenue -6.7% -2.0% 0.0% 1.3% 2.4% 3.4% 4.4% Investment in Working Capital 1,642 839 739 769 850 840 Investment in Fixed Assets Property and Equipment, Net 5,330 5,795 5,708 5,538 5,262 4,861 4,620 % of net revenue 14.3% 13.2% 11.2% 9.7% 8.4% 7.1% 6.4% Depreciation and Amortization 918 1,034 1,088 1,170 1,276 1,401 1,241 Capital Expenditures 1,500 1,000 1,000 1,000 1,000 1,000 Investment in Property and Equipment 466 -88 -170 -276 -401 -241 Forecast Period Fiscal Year Ending December 31,

Summary of Discounted Cash Flow Valuation The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 19 $ in Thousands Cost of capital 16.47% Tax rate 38.0% Long-term growth rate 3.0% Months remaining in current year 12 Number of periods in forecast 6 Norm Present Value of Discrete Net Free Cash Flows 2009 2010 2011 2012 2013 2014 2014 Operating income (EBIT) $5,906 $8,563 $10,958 $13,118 $15,658 $17,076 Income taxes (2,242) (3,251) (4,160) (4,979) (5,944) (6,482) NOPAT 3,664 5,313 6,798 8,138 9,714 10,594 10,594 Plus: Depreciation & amortization 1,034 1,088 1,170 1,276 1,401 1,241 Gross cash flow 4,699 6,400 7,968 9,414 11,115 11,835 Less: Capital expenditures (1,500) (1,000) (1,000) (1,000) (1,000) (1,000) Less: Working capital investment (1,642) (839) (739) (769) (850) (840) (420) Net free cash flow $1,556 $4,561 $6,230 $7,646 $9,265 $9,994 $10,174 Period (Mid-period convention) 0.5000 1.5000 2.5000 3.5000 4.5000 5.5000 Present value factor @ 16.47% 0.9266 0.7956 0.6831 0.5865 0.5036 0.4324 Present value of discrete cash flows $1,442 $3,629 $4,256 $4,484 $4,666 $4,321 Total present value of discrete cash flows $22,798 Present Value of Terminal Net Cash Flow Fiscal 2014 net cash flow $10,174 Long-term growth rate 3.0% Fiscal 2015 net cash flow (Gordon growth) $10,479 Capitalization rate 1 13.47% Capitalization multiple 2 7.4 Terminal value $77,812 Present value factor 0.4324 Present value of terminal value $33,646 Valuation Summary Interim flows value $22,798 Terminal value 33,646 Total market value of capitalization, minority interest 56,444 1 Calculated as the cost of capital minus the long-term growth rate 2 Inverse of the capitalization rate (1 / capitalization rate) Forecast Period Fiscal Year Ending December 31,

Discounted Cash Flow Analysis The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 20 Market Value of Capitalization From Operations Sensitivity Analysis 2.5% 3.0% 3.5% 16.0% 57,422 58,918 60,533 16.5% 55,082 56,444 57,911 17.0% 52,910 54,153 55,489 Long-Term Growth Rate WACC

Total Equity Value For each indication, Add: Federal NOL carry forward of $27.43 million PV of tax savings approximately $8.0 million NOL’s reflected in Draft 2008 10-K, confirmed by management Subtract: Debt outstanding equal to $714,000 The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 21

Indicated Ranges of Total Equity Value The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 22 Total Equity Values Low Middle High DCF Analysis 60,147 63,681 67,770 Guideline Public Company Analysis 52,237 60,737 69,237

Indicated Ranges of Total Equity Value The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 23 Equity Value Ranges Guideline Company DCF 50,000 55,000 60,000 65,000 70,000 75,000

Equity Value Allocation Option Pricing Model Preferred & common stock treated as call options on Company’s value Key inputs include equity value, volatility, time to liquidity event & risk-free rate Capitalization Series B Preferred Stock & Series C Preferred Stock Liquidation Preferences Conversion features Common Stock Includes options and warrants exercisable into common stock The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 24

Selected Range of Total Equity Value The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 25 Selected Range of Values Enterprise Value $52,000 $53,000 $54,000 $55,000 $56,000 $57,000 Less: Debt (714) (714) (714) (714) (714) (714) Plus: PV of tax savings 7,951 7,951 7,951 7,951 7,951 7,951 Equity Value $59,237 $60,237 $61,237 $62,237 $63,237 $64,237 Rounded Equity Value $59,200 $60,200 $61,200 $62,200 $63,200 $64,200 Per Share Common Stock Value $2.11 $2.14 $2.18 $2.22 $2.26 $2.30 (Per Option Pricing Model) Range: $2.11 -- $2.30

Common Stock Value Per Share The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 26 Common Value Per Share $2.00 $2.05 $2.10 $2.15 $2.20 $2.25 $2.30 $2.35 Common Value per Share 59,200 60,200 61,200 62,200 63,200 64,200

Conclusion Based on the foregoing analysis, a transaction in the range of of $2.11 to $2.30 per share is fair, from a financial point of view, to the shareholders whose fractional shares are being repurchased. The Baker-Meekins Company, Inc. Confidential and For Exclusive use of the Board of Directors 27

EX-99.(C)(3)

Exhibit (c)(3)

SUMMARY OF ANALYSIS

NEW HORIZONS FAIRNESS OPINION

Downside Scenario

WACC

	Long-Term Growth Rate
	2.5%			3.0%			3.5%
16.0%	41,502			42,622			43,831
16.5%	39,760			40,779			41,877
17.0%	38,142			39,073			40,073
MV of Cap	38,142			40,779			43,831
Less: Debt	(714		)	(714		)	(714		)
Plus: NOL Tax Savings	7,310			7,310			7,310
Total MV of Equity	44,738			47,375			50,427
Rounded	44,700			47,400			50,400
Per Share	$	1.54		$	1.64		$	1.76

Likely Scenario

WACC

	Long-Term Growth Rate
	2.5%			3.0%			3.5%
16.0%	51,937			53,333			54,841
16.5%	49,770			51,041			52,410
17.0%	47,758			48,919			50,166
MV of Cap	47,758			51,041			54,841
Less: Debt	(714		)	(714		)	(714		)
Plus: NOL Tax Savings	7,659			7,659			7,659
Total MV of Equity	54,704			57,986			61,786
Rounded	54,700			58,000			61,800
Per Share	$	1.93		$	2.06		$	2.21

Upside Scenario

WACC

	Long-Term Growth Rate
	2.5%			3.0%			3.5%
16.0%	54,958			56,401			57,960
16.5%	52,705			54,019			55,434
17.0%	50,613			51,813			53,102
MV of Cap	50,613			54,019			57,960
Less: Debt	(714		)	(714		)	(714		)
Plus: NOL Tax Savings	7,843			7,843			7,843
Total MV of Equity	57,742			61,148			65,089
Rounded	57,700			61,100			65,100
Per Share	$	2.05		$	2.18		$	2.33

Original Scenario

WACC

	Long-Term Growth Rate
	2.5%		3.0%		3.5%
16.0%	57,422		58,918		60,533
16.5%	55,082		56,444		57,911
17.0%	52,910		54,153		55,489
MV of Cap	52,910		56,444		57,960
Less: Debt	(714	)	(714	)	(714	)
Plus: NOL Tax Savings	7,951		7,951		7,951
Total MV of Equity	60,147		63,681		65,197
Rounded
Per Share

Weighted DCF Equity Values

Scenario	Lower Bound	Weight		Value
Downside	44,738	35.0	%	15,658
Likely	54,704	50.0	%	27,352
Upside	57,742	15.0	%	8,661
				51,672

Scenario	Middle	Weight		Value
Downside	47,375	35.0	%	16,581
Likely	57,986	50.0	%	28,993
Upside	61,148	15.0	%	9,172
				54,746

Scenario	Upper Bound		Weight			Value
Downside	50,427		35.0		%	17,650
Likely	61,786		50.0		%	30,893
Upside	65,089		15.0		%	9,763
						58,306
Equity Value	51,672		54,746			58,306
Rounded	51,700		54,700			58,300
Per Share	$	1.81	$	1.93		$	2.07

SUMMARY OF ANALYSIS

NEW HORIZONS FAIRNESS OPINION

Guideline Public Company Analysis

			Selected Range of Multiples
Metric	New Horizons		Lower Bound		Upper Bound	Indicated Range of Values	Midpoint	Lower	Upper
LTM EBITDA	$	6,884	8.0	—	9.0	55,000 — 62,000	58,500	55,069	61,953
Forecast EBITDA	$	5,525	6.5	—	7.5	36,000 — 41,400	38,700	35,912	41,436
LTM NOPAT	$	3,701	15.5	—	16.5	57,300 — 61,000	59,150	57,367	61,068
Forecast NOPAT	$	2,786	13.0	—	14.0	36,200 — 39,000	37,600	36,216	39,002
Price to Earnings(1)	$	2,631	16.0	—	17.0	42,800 — 45,400	44,100	42,806	45,437

(1) P/E range of values includes debt addition of $714

$ in Thousands

Focused more on forecast multiples

	Low			Middle			High
Mkt Value of Cap.	38,000			46,500			55,000
Debt	(714		)	(714		)	(714		)
NOL Tax Savings	7,565			7,565			7,565
Equity	44,851			53,351			61,851
Rounded	44,900			53,400			61,900
Per Share	$	1.55		$	1.88		$	2.21

Weighted Valuation Metrics

EBITDA

Scenario	Value		Weighting		Weighted
Downside	$	4,616	35.0	%	1,616
Likely	5,856		50.0	%	2,928
Upside	6,539		15.0	%	981
					5,525

NOPAT

Scenario	Value	Weighting		Weighted
Downside	2,222	35.0	%	778
Likely	2,992	50.0	%	1,496
Upside	3,415	15.0	%	512
				2,786

Price to Earnings

Scenario	Value	Weighting		Weighted
Downside	2,067	35.0	%	724
Likely	2,836	50.0	%	1,418
Upside	3,260	15.0	%	489
				2,631
		Debt		714

Scenario	Tax Savings		Weight		Value
Downside	$	7,310	35.0	%	2,559
Likely	$	7,659	50.0	%	3,830
Upside	$	7,843	15.0	%	1,176
					7,565

SUMMARY OF ANALYSIS

NEW HORIZONS FAIRNESS OPINION

Ranges of Equity Value

	DCF Equity Range
Equity Value	51,700		54,700		58,300
Per Share Value	$	1.81	$	1.93	$	2.07

	GC Equity Range
Equity Value	44,900		53,400		61,900
Per Share Value	$	1.55	$	1.88	$	2.21

	Average Equity Range
Equity Value	48,300		54,050		60,100
Per Share Value	$	1.68	$	1.91	$	2.14

	Selected Equity Range
Equity Value	51,000		54,000		57,000
Per Share Value	$	1.79	$	1.90	$	2.02
Original Analysis	59,200		—		64,200
	2.11		—		2.30