SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[ ] Definitive Proxy Statement
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[X] Soliciting Material under Section 240.14a-12
Nobel Learning Communities, Inc.
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(Name of Registrant as Specified in Its Charter)
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Item 22(a)(2) of Schedule 14A.
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pursuant to Exchange Act Rule O-11 (Set forth the amount on which
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The following is a press release issued by Nobel Learning Communities, Inc. on
October 4, 2002.
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Press Release
NOBEL LEARNING COMMUNITIES, INC. ANNOUNCES FILING OF PRELIMINARY
PROXY FOR GOING PRIVATE TRANSACTION
West Chester, PA, October 4, 2002 - Nobel Learning Communities, Inc. (NASDAQ:
NLCI), a for-profit provider of education and school management services for the
pre-elementary through 12th grade market, announced on October 3, 2002 that it
has filed preliminary proxy materials with the Securities and Exchange
Commission (the "SEC") in connection with the proposed merger, announced on
August 6, 2002, of Nobel Learning Communities, Inc. and Socrates Acquisition
Corporation (a corporation formed by Gryphon Partners II, L.P. and Cadigan
Investment Partners, Inc.), resulting in a going private transaction. Completion
of the proposed merger is subject to stockholder approval, as well as the
funding of the senior lenders commitment, third party consents, government
approvals and other customary closing conditions. The preliminary proxy filed is
subject to comment by the SEC, and will be mailed to stockholders when it is in
definitive form.
Nobel Learning Communities also disclosed that the merger agreement has been
amended, by an amendment approved by Nobel Learning Communities' board of
directors and special committee, and by the board of directors of Socrates
Acquisition Corporation. The amendment, among other things, extends from
December 5, 2002 to January 31, 2003 the date after which either party may
terminate the merger agreement, subject to the terms of the merger agreement.
The amendment does not alter the previously announced terms pursuant to which
Socrates Acquisition Corporation will pay $7.75 in cash for each outstanding
share of Nobel Learning Communities common stock and preferred stock calculated
on as-converted basis (other than as to certain shares owned by members of
management), and outstanding stock options and warrants will be converted into
the right to receive a cash payment equal to the value of such options or
warrants, as the case may be.
Nobel Learning Communities, Inc. operates 179 schools in 15 states consisting of
private schools and charter schools; pre-elementary, elementary, middle,
specialty high schools and schools for learning challenged children clustered
within established regional learning communities.
About Gryphon Partners II, L.P.
Based in San Francisco, CA, Gryphon Investors focuses on leveraged acquisitions
of and growth investments in middle-market companies in partnership with
experienced management. With approximately $500 million of committed equity
capital under management, Gryphon typically seeks to invest $20 to $100 million
of its own capital in companies that are valued between $50 million and $500
million. Gryphon's limited partners include some of the most respected
institutions and individuals in the private equity industry, including the state
public pension funds of Oregon, Washington, Colorado and Pennsylvania, as well
as the personal capital of the
partners and investment professionals of Kohlberg Kravis Roberts & Co., the
Texas Pacific Group and Oak Hill Partners. Gryphon believes that attractive
returns can be earned for its limited partners and management teams through a
focus on growing the inherent operating value of a company versus a focus on
financial engineering. As a result, Gryphon prioritizes investment opportunities
where it can form proactive partnerships with owners and executives to build
leading companies, utilizing Gryphon's capital, professional resources and
significant financial and operational experience. Gryphon's full-time
professional resources include both investment and operations professionals, who
work on an integrated basis to maximize the value Gryphon provides to its
portfolio companies.
About Cadigan Investment Partners
Cadigan Investment Partners, Inc. ("Cadigan") is a leveraged buyout firm
investing its partners' private capital to acquire and build middle-market
companies with management. Cadigan's principals have over 40 years of experience
in private equity investments and management buyouts, and have made these
investments across widely varying economic climates, stock market conditions and
interest rate environments. Recent acquisitions by Cadigan over the past 12
months include the $130 million leveraged buyout of American Coin Merchandising,
Inc., the leading U.S. operator of amusement vending equipment, and the $60
million management buyout of la Madeleine, Inc., the leading French bakery cafe
chain in the Southeast. These companies generate approximately $300 million in
revenues and have over 4,500 employees.
Michael Tokarz is Chairman of Cadigan and member of The Tokarz Group, and
Pericles Navab is President of Cadigan. Until February 2002, Mr. Tokarz was a
General Partner of Kohlberg Kravis Roberts & Co. where he spent 17 years and
completed over $25 billion of acquisition financing and more than $3.5 billion
of equity investments, including transactions such as Safeway, Beatrice, Fleet
Bank and First Interstate Bancorp. Mr. Navab has over 10 years of experience in
private equity involving over 5 platform investments and 15 add-on acquisitions.
Mr. Navab is also responsible for originating and executing the American Coin
and la Madeleine acquisitions.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED IN THIS PRESS RELEASE, THE
INFORMATION IN THIS PRESS RELEASE CONSISTS OF FORWARD-LOOKING STATEMENTS
PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. POTENTIAL RISKS AND UNCERTAINTIES INCLUDE CHANGES IN MARKET DEMAND,
MARKET CONDITION AND COMPETITIVE ACTIVITIES, THE ACCEPTANCE OF NEWLY DEVELOPED
AND CONVERTED SCHOOLS AND THE POSSIBILITY THAT THE MERGER MAY NOT BE CONSUMMATED
IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT. OTHER RISKS AND
UNCERTAINTIES ARE DISCUSSED IN THE COMPANY'S FILINGS WITH THE SEC.
AVAILABILITY OF ADDITIONAL INFORMATION
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELATED
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE
MERGER. STOCKHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THE PROXY STATEMENT
(WHEN AVAILABLE), AS WELL AS OTHER RELEVANT FILINGS CONTAINING INFORMATION ABOUT
THE COMPANY, FROM THE SEC'S WEBSITE AT WWW.SEC.GOV. COPIES OF THE PROXY
STATEMENT, WHEN AVAILABLE, AND OTHER COMPANY FILINGS WILL ALSO BE AVAILABLE TO
STOCKHOLDERS BY DIRECTING A REQUEST TO R. ZOBEL OR K. HERMAN, NOBEL LEARNING
COMMUNITIES, INC., 1615 WEST CHESTER PIKE, WEST CHESTER, PA 19382, (484)
947-2000.
THE COMPANY AND CERTAIN OF ITS DIRECTORS, EXECUTIVE OFFICERS AND OTHER MEMBERS
OF MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM THE COMPANY'S
STOCKHOLDERS IN FAVOR OF THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE
MERGER. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER THE RULES OF THE SEC,
BE CONSIDERED "PARTICIPANTS" IN THE SOLICITATION OF PROXIES IN CONNECTION WITH
THE PROPOSED TRANSACTIONS WILL BE SET FORTH IN THE PROXY STATEMENT WHEN IT IS
FILED WITH THE SEC. THESE INDIVIDUALS MAY HAVE INTERESTS IN THE PROPOSED MERGER,
SOME OF WHICH MAY DIFFER FROM OR MAY BE IN ADDITION TO, THOSE OF THE COMPANY'S
STOCKHOLDERS GENERALLY.