SEC Info - Clegg A J, et al. - ‘SC 13D/A’ on 10/22/02 re: Nobel Learning Communities Inc

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Clegg A J, et al. – ‘SC 13D/A’ on 10/22/02 re: Nobel Learning Communities Inc

On: Tuesday, 10/22/02, at 3:08pm ET · Accession #: 1021408-2-12733 · File #: 5-45470

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/22/02  Clegg A J                         SC 13D/A               3:36K  Nobel Learning Communities Inc    Donnelley R… Fin’l/NY/FA
          A.J. Clegg
          John Frock
          Robert E. Zobel
          Scott Clegg

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment #5                             10     52K 
 2: EX-1        Joint Filing Agreement                                 2±     9K 
 3: EX-2        Revised Management Agreement Letter                    2     11K

SC 13D/A — Schedule 13D Amendment #5
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be filed as Exhibits Purpose of Transaction Schedule 13D Security and Issuer Source and Amount of Funds or Other Considerations
1	1st Page - Filing Submission
"	Schedule 13D
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Considerations
"	Item 4. Purpose of Transaction
7	Item 5. Interest in Securities of the Issuer
8	Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
9	Item 7. Material to be filed as Exhibits

SC 13D/A 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

Information to be included in statements
filed pursuant to Rule 13d-1(a) and amendments
 thereto filed pursuant to Rule 13d-2(a)
 (Amendment No. 5 )*
             ---

Nobel Learning Communities, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 773415 10 4
--------------------------------------------------------------------------------
(CUSIP Number)

Mr. A.J. Clegg
Nobel Learning Communities, Inc.
1615 West Chester Pike
 West Chester, PA 19382-7956
(484) 947-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 October 2, 2002
--------------------------------------------------------------------------------
 (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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the 
following box. [_]                                                              

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

------------------

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

(Continued on following pages)

(Page 1 of 13 Pages)                                                            

SC 13D/A 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 773415 10 4                                                           
--------------------------------------------------------------------------------

1.   Names of Reporting Persons. I.R.S. Identification Nos. of above  
persons (entities only).                                    

Mr. A.J. Clegg                                              
--------------------------------------------------------------------------------

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

(a)  [X]                                                    

(b)  [_]                                                    
--------------------------------------------------------------------------------

3.   SEC Use Only                                                     
--------------------------------------------------------------------------------

4.   Source of Funds (See Instructions) PF                            
--------------------------------------------------------------------------------

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

6.   Citizenship or Place of Organization  United States of America   
--------------------------------------------------------------------------------

7.   Sole Voting Power:                 

Number of                575,706 shares of common stock (see Item 5)            
Shares             -------------------------------------------------------------
Beneficially                                                                    
Owned by            8.   Shared Voting Power                                    
Each                                                                            
Reporting                170,815 shares of common stock (see Item 5)            
Person             -------------------------------------------------------------
With                                                                            
9.   Sole Dispositive Power             

             554,352 shares of common stock (see Item 5)
                   -------------------------------------------------------------

10.   Shared Dispositive Power            

             170,815 shares of common stock (see Item 5)
--------------------------------------------------------------------------------

11.   Aggregate Amount Beneficially Owned by Each Reporting Person      

746,521 shares of common stock (see Item 5)                 
--------------------------------------------------------------------------------

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

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

Approximately 11.0% of common stock (see Item 5)            
--------------------------------------------------------------------------------

14.   Type of Reporting Person (See Instructions)                       

IN                                                          
--------------------------------------------------------------------------------

(Page 2 of 13 Pages)                                                            

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CUSIP No. 773415 10 4                                                           
--------------------------------------------------------------------------------

 1.  Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).                                  

Mr. John Frock                                            
--------------------------------------------------------------------------------

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

(a)  [X]                                                  

(b)  [_]                                                  
--------------------------------------------------------------------------------

3.  SEC Use Only                                                  
--------------------------------------------------------------------------------

4.  Source of Funds (See Instructions) PF                         
--------------------------------------------------------------------------------

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

6.  Citizenship or Place of Organization  United States of America
--------------------------------------------------------------------------------

7.  Sole Voting Power:                

Number of                124,882 shares of common stock (see Item 5)            
Shares              ------------------------------------------------------------
Beneficially                                                                    
Owned by             8.  Shared Voting Power                                    
Each                                                                            
Reporting                0                                                      
Person              ------------------------------------------------------------
With                                                                            
9.  Sole Dispositive Power            

             124,882 shares of common stock (see Item 5)
                    ------------------------------------------------------------

10.  Shared Dispositive Power           

0                             
--------------------------------------------------------------------------------

11.  Aggregate Amount Beneficially Owned by Each Reporting Person   

124,882 shares of common stock (see Item 5)               
--------------------------------------------------------------------------------

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

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

Approximately 1.9% of common stock (see Item 5)           
--------------------------------------------------------------------------------

14.  Type of Reporting Person (See Instructions)                    

IN                                                        
--------------------------------------------------------------------------------

(Page 3 of 13 Pages)                                                            

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CUSIP No. 773415 10 4                                                           
--------------------------------------------------------------------------------

   1.  Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).                                

Mr. Scott Clegg                                         
--------------------------------------------------------------------------------

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

(a)  [X]                                                

(b)  [_]                                                
--------------------------------------------------------------------------------

3.  SEC Use Only                                                
--------------------------------------------------------------------------------

4.  Source of Funds (See Instructions) PF                       
--------------------------------------------------------------------------------

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

  6.  Citizenship or Place of Organization  United States of America
--------------------------------------------------------------------------------

7.   Sole Voting Power:         

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

0                     
                       ---------------------------------------------------------

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)                  

IN                                                      
--------------------------------------------------------------------------------

(Page 4 of 13 Pages)                                                            

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CUSIP No. 773415 10 4                                                           
--------------------------------------------------------------------------------

 1.  Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).                                  

Mr. Robert E. Zobel                                       
--------------------------------------------------------------------------------

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

(a)  [X]                                                  

(b)  [_]                                                  
--------------------------------------------------------------------------------

3.  SEC Use Only                                                  
--------------------------------------------------------------------------------

4.  Source of Funds (See Instructions) PF                         
--------------------------------------------------------------------------------

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

6.  Citizenship or Place of Organization  United States of America
--------------------------------------------------------------------------------

7.  Sole Voting Power:            

Number of                  15,265 shares of common stock (see Item 5)           
Shares                ----------------------------------------------------------
Beneficially                                                                    
Owned by               8.  Shared Voting Power                                  
Each                                                                            
Reporting                  0                                                    
Person                ----------------------------------------------------------
With                                                                            
9.  Sole Dispositive Power        

               6,761 shares of common stock (see Item 5)
                      ----------------------------------------------------------

10.  Shared Dispositive Power       

4,000                     
--------------------------------------------------------------------------------

11.  Aggregate Amount Beneficially Owned by Each Reporting Person   

15,265 shares of common stock (see Item 5)                
--------------------------------------------------------------------------------

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

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

Less than 1% of common stock (see Item 5)                 
--------------------------------------------------------------------------------

14.  Type of Reporting Person (See Instructions)                    

IN                                                        
--------------------------------------------------------------------------------

(Page 5 of 13 Pages)                                                            

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  THIS AMENDMENT NO. 5 to the Schedule 13D filed by JBS Investment Banking
Ltd. ("JBS") on May 29, 1992, as amended by Amendment No. 1 filed on December   
23, 1993, Amendment No. 2 filed on or about December 9, 1994, as to which Mr.   
A.J. Clegg was added as a reporting person, Amendment No. 3 filed on March 1,   
2002, as to which Mr. Frock was added as a reporting person and Amendment No. 4 
filed on August 8, 2002, as to which Messrs. Scott Clegg and Zobel were added as
reporting persons (as so amended, the "Schedule 13D"), further amends the       
Schedule 13D by describing certain changes to the information reflected in the  
Schedule 13D.                                                                   

Item 1.  Security and Issuer.                                                   

This statement relates to the shares of common stock, par value $0.001 (the     
"Common Stock") of Nobel Learning Communities, Inc. (the "Issuer"), with its    
principal office located at 1615 West Chester Pike, West Chester, PA 19382-7956.

Item 2.  Identity and Background.                                               

The names of the persons filing this statement are Mr. A.J. Clegg, Mr. John     
Frock, Mr. Scott Clegg and Mr. Robert E. Zobel. JBS, which was previously a     
reporting person under this Schedule 13D, is no longer in existence and is      
therefore no longer a reporting person hereunder.                               

Mr. A.J. Clegg's present principal occupation is Chairman, President and Chief  
Executive Officer of the Issuer. Mr. Frock's present principal occupation is    
Vice Chairman - Corporate Development of the Issuer. Mr. Scott Clegg's present  
principal occupation is Vice Chairman, President and Chief Operating Officer of 
the Issuer. Mr. Zobel's current principal occupation is Vice Chairman and Chief 
Financial Officer of the Issuer.                                                

During the last five years, none of the Reporting Persons has been convicted in 
any criminal proceedings. During the last five years, none of the Reporting     
Persons has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is     
subject to a judgment, decree or final order enjoining future violations of or  
prohibiting or mandating activities subject to federal or state securities laws 
or finding any violation with respect to such laws.                             

The principal business address of each of the Reporting Persons is c/o the      
Issuer, 1615 West Chester Pike, West Chester, PA 19382-7956. The Reporting      
Persons are citizens of the United States of America.                           

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

The source of the funds used in purchasing the securities beneficially owned by 
Messrs. A.J. Clegg and Frock was their respective personal funds. The aggregate 
amount of the purchase price for the shares owned by Mr. A.J. Clegg was         
$2,652,321 (excluding an indeterminate amount paid for an aggregate of 6,000    
shares of Common Stock owned by Mr. A.J. Clegg's grandchildren, as to which Mr. 
A.J. Clegg has sole voting and dispositive power). The aggregate amount of the  
purchase price for the shares owned by Mr. Frock was $115,000. The aggregate    
amount of the purchase price for the shares owned by Mr. Zobel was $35,312. Of  
this $35,312, $16,000 represents funds of a partnership in which Mr. Zobel is   
the general partner and $19,312 represents personal funds of Mr. Zobel.         

Item 4.  Purpose of Transaction.                                                

On August 5, 2002, the Issuer and Socrates Acquisition Corporation ("Socrates"),
a newly formed corporation organized by affiliates of Gryphon Investors, Inc.   
("Gryphon") and Cadigan Investment Partners ("Cadigan"), entered into an        
Agreement and Plan of Merger, which was subsequently amended as of October 2,   
2002 (as so amended, the "Merger Agreement") pursuant to which Socrates will be 
merged with and into the Issuer (the "Merger") and each share of Common Stock   
outstanding at the effective time of the Merger will be converted into the right
to receive $7.75 per share in cash, each share of preferred stock of the Issuer 
outstanding at the effective time of the Merger will be converted into the      

(Page 6 of 13 Pages)                                                            

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right to receive $7.75 per share in cash on an as-converted basis, each holder  
of options to purchase Common Stock outstanding at the effective time of the    
Merger shall be entitled to receive in cash the excess, if any, of $7.75 per    
share over the per share exercise price of such options and each holder of      
warrants to purchase Common Stock outstanding at the effective time of the      
Merger shall be entitled to receive in cash the excess, if any, of $7.75 per    
share over the per share exercise price of such warrants, except for certain    
shares of capital stock held by the Reporting Persons and for shares of Common  
Stock and preferred stock of the Issuer held by stockholders who perfect their  
appraisal rights under Delaware law. Certain shares of capital stock held by the
Reporting Persons and the shares of common stock of Socrates will be converted  
into capital stock of the surviving corporation as described in the Merger      
Agreement. The Merger Agreement is incorporated in this filing by reference to  
the Form 8-K filed by the Issuer on August 8, 2002 as to the original Agreement 
and Plan of Merger, and on October 4, 2002 as to the Amendment. The consummation
of the Merger is subject to a number of conditions, including approval of the   
Merger by the Issuer's stockholders and the receipt of financing and            
governmental approvals.                                                         

Upon consummation of the Merger, it is expected that the board of directors of  
the Issuer will be made up of directors designated by Gryphon, Cadigan and      
management. It is also anticipated that the current management of the Issuer    
will continue to be the management of the Issuer after consummation of the      
Merger.                                                                         

If the Merger is consummated, it is expected that the Issuer will cease to be a 
public Issuer and that the Common Stock will cease to be traded on the Nasdaq   
National Market and the only remaining stockholders of the Issuer immediately   
after such consummation would be the Reporting Persons and the holders of common
stock of Socrates immediately prior to the Merger. It is also anticipated that  
the Common Stock would become eligible for termination of registration under the
Exchange Act upon consummation of the Merger.                                   

Except as otherwise described in this Item 4 or in Item 6 of this Statement,    
none of the Reporting Persons has any current plans or proposals which relate to
or would result in: (a) the acquisition by any of them of additional securities 
of the Issuer, or the disposition of the securities of the Issuer; (b) an       
extraordinary corporate transaction, such as a merger, reorganization or        
liquidation involving the Issuer or any of its subsidiaries; (c) a sale or      
transfer of a material amount of assets of the Issuer or any of its             
subsidiaries; (d) any change in the present board of directors or management of 
the Issuer, including any plans or proposals to change the number or term of    
directors or to fill any existing vacancies on the board; (e) any material      
change in the present capitalization or dividend policy of the Issuer; (f) any  
other material change in the Issuer's business or corporate structure; (g)      
changes in the Issuer's charter or bylaws or other actions which may impede the 
acquisition of control of the Issuer by any person; (h) causing a class of      
securities of the Issuer to be delisted from a national securities exchange or  
cease to be authorized to be quoted in an inter-dealer quotation system of a    
registered national securities association; (i) a class of equity securities of 
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act, or (j) any action similar to those enumerated     
above.                                                                          

Item 5.  Interest in Securities of the Issuer.                                  

(a)      Mr. A.J. Clegg beneficially owns 750,021 shares of Common Stock, which 
represents approximately 11.0% of the Issuer's Common Stock based on 6,327,952  
shares of Common Stock outstanding as of September 20, 2002. His reported       
beneficial ownership consists specifically of 32,161 shares of Common Stock held
of record by Mr. A.J. Clegg; 21,354 shares held of record by his children, with 
respect to which Mr. A.J. Clegg has sole voting authority; 6,000 shares held of 
record by his grandchildren, with respect to which Mr. A.J. Clegg has sole      
voting and dispositive authority; 170,815 shares held of record jointly by Mr.  
A.J. Clegg and his spouse, with respect to which Mr. A.J. Clegg and his spouse  
have joint voting and dispositive authority; 140,385 shares of Common Stock that
Mr. A.J. Clegg may acquire upon conversion of the Company's Series A Preferred  
Stock; 100,806 shares of Common Stock that Mr. A.J. Clegg may acquire upon      
conversion of the Company's Series C Preferred Stock; and 275,000 shares of     
Common Stock that Mr. A.J. Clegg may acquire upon exercise of stock options that
are currently exercisable or will become exercisable within 60 days after the   
date hereof.                                                                    

(Page 7 of 13 Pages)                                                            

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Mr. Frock beneficially owns 124,882 shares of Common Stock, which     
represents approximately 1.9% of the Issuer's Common Stock based on 6,327,952   
shares of Common Stock outstanding as of September 20, 2002. His reported       
beneficial ownership consists specifically of 17,500 shares of Common Stock held
of record by Mr. Frock; 14,700 shares of Common Stock that Mr. Frock may acquire
upon the conversion of the Company's Series A Preferred Stock; and 92,682 shares
of Common Stock that Mr. Frock may acquire upon the exercise of stock options   
that are currently exercisable or will become exercisable within 60 days after  
the date hereof.                                                                

 Mr. Scott Clegg does not beneficially own any shares of Common Stock at
this time. Mr. Scott Clegg does hold options to purchase 65,000 shares of Common
Stock, which options were granted in February 2002 and vest over a three-year   
period.                                                                         

     Mr. Zobel beneficially owns 15,265 shares of Common Stock, which represents
less than 1.0% of the Issuer's Common Stock based on 6,327,952 shares of Common 
Stock outstanding as of September 20, 2002. His reported beneficial ownership   
consists specifically of 4,000 shares of Common Stock held of record by a       
closely-held Florida corporation of which he and his family members are the sole
shareholders and with respect to which Mr. Zobel has sole voting power and      
shared dispositive power, and 4,704 shares of Common Stock that Mr. Zobel may   
acquire upon the conversion of the Issuer's Series A Preferred Stock, which     
Series A Preferred Stock is held as an asset of a family partnership in which   
Mr. Zobel is a general partner and over which Mr. Zobel has sole voting power.  
Mr. Zobel has dispositive power only with respect to 200 of these 4,704 shares  
held in the family partnership. Mr. Zobel also beneficially owns 6,561 shares of
Common Stock that Mr. Zobel may acquire upon the exercise of stock options that 
are currently exercisable or will become exercisable within 60 days after the   
date hereof.                                                                    

(b)  Reference is made to items 7-11 on each of the attached cover sheets to    
this Schedule 13D-A, which are incorporated herein by reference.                

(c)  No transactions in the class of securities reported have been effected     
during the past sixty days by any Reporting Person.                             

(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 securities of Issuer.  

(e)  Not applicable.                                                            

Item 6. Contract, Arrangements, Understandings or Relationships with Respect to 
Securities of the Issuer.                                                       

In connection with the execution of the Merger Agreement, voting agreements,    
dated August 5, 2002, (the "Voting Agreements") were entered into between       
Socrates and each of the Reporting Persons. Subject to the terms of the Voting  
Agreements, the Reporting Persons have agreed (a) to grant an irrevocable proxy 
to Socrates to vote all of the capital stock of the Issuer that they own (i) for
the adoption and approval of the Merger Agreement (as defined in Item 4), (ii)  
in any manner as Socrates may see fit with respect to any extraordinary         
corporate transaction (other than the Merger (as defined in Item 4)), such as a 
merger, consolidation, tender or exchange offer, reorganization,                
recapitalization, liquidation, sale or transfer of a material amount of the     
assets or capital stock of the Issuer or any of its subsidiaries, any change in 
the Board of Directors of the Issuer or any amendment to the Issuer's           
Certificate of Incorporation, and (b) if Socrates elects not to exercise its    
rights to vote the capital stock pursuant to such irrevocable proxy, to vote all
of the capital stock of the Issuer that they own (i) for the adoption and       
approval of the Merger Agreement or (ii) as otherwise directed by Socrates if   
the issue on which the shareholder is requested to vote is a matter described in
clause (a)(ii) above.                                                           

The foregoing description of the Voting Agreements is qualified in its entirety 
by reference to the Form of Voting Agreement incorporated in this filing by     
reference to the Form 8-K filed by the issuer on August 8, 2002.                

(Page 8 of 13 Pages)                                                            

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Socrates has also received commitment letters from A.J. Clegg and John R. Frock 
to convert certain of their shares of the Issuer's capital stock into the       
capital stock of the surviving corporation as described in the Merger Agreement 
in lieu of receiving cash for such shares, and commitment letters from each of  
Scott Clegg and Robert E. Zobel to each purchase equity securities of Socrates  
for an aggregate purchase price of $74,100 (collectively the "Management        
Commitment Letters"). The foregoing description of the Management Commitment    
Letters is qualified in its entirety by reference o the Management Commitment   
Letters incorporated in this filing by reference to Amendment No. 4 to this     
Schedule 13D. The commitment letter from A.J. Clegg to Socrates was amended as  
of October 2, 2002 to correct an error with respect to the amount of shares Mr. 
Clegg had committed to convert into equity interests of the surviving           
corporation, which amended commitment letter is attached hereto as Exhibit 2 and
incorporated herein by reference. The obligations of each of the Reporting      
Persons under the commitment letters are subject to each of Gryphon and Cadigan 
fulfilling their own equity commitments with respect to Socrates.               

The Reporting Persons have certain understandings with Socrates as to the       
management of the surviving corporation after consummation of the Merger. Term  
sheets outlining these understandings (the "Management Term Sheets") are        
incorporated in this filing by reference to Amendment No. 4 to this Schedule    
13D.                                                                            

Item 7.  Material to be filed as Exhibits.                                      

Exhibit No.       Title                                                         

1                 Joint Filing Agreement between A.J. Clegg, John Frock, Scott  
Clegg and Robert E. Zobel.                  

2                 Revised Management Commitment Letter from A.J. Clegg, dated   
October 2, 2002.                            

Documents Incorporated by Reference                                             

1.                Agreement and Plan of Merger, incorporated herein by reference
                to the Form 8-K filed by Nobel Learning Communities, Inc. on
August 8, 2002.                             
2.                Form of Voting Agreement, incorporated herein by reference to 
             the Form 8-K filed by Nobel Learning Communities, Inc. on
August 8, 2002.                             
3.                Management Commitment Letters, incorporated by reference      
   herein to Amendment No. 4 to this Schedule 13D.
4.                Management Term Sheets, incorporated by reference herein to   
Amendment No. 4 to this Schedule 13D.       
5.                First Amendment to Agreement and Plan of Merger, incorporated 
               herein by reference to the Form 8-K filed by Nobel Learning
Communities, Inc. on October 4, 2002.       

(Page 9 of 13 Pages)                                                            

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 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. 

October 22, 2002                                                                
-------------------------------------------                                     
Date                                                                            

/s/ A.J. Clegg                                                                  
-------------------------------------------                                     
Signature                                                                       

A.J. Clegg                                                                      
-------------------------------------------                                     
Name / Title                                                                    

/s/ John Frock                                                                  
-------------------------------------------                                     
Signature                                                                       

John Frock                                                                      
-------------------------------------------                                     
Name / Title                                                                    

/s/ Scott Clegg                                                                 
-------------------------------------------                                     
Signature                                                                       

Scott Clegg                                                                     
-------------------------------------------                                     
Name / Title                                                                    

/s/ Robert E. Zobel                                                             
-------------------------------------------                                     
Signature                                                                       

Robert E. Zobel                                                                 
-------------------------------------------                                     
Name / Title                                                                    

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/22/02	10		SC 13D/A
	10/4/02	7	9	8-K, DEFA14A
	10/2/02	1	9	8-K
	9/20/02	7	8	DEFA14A
	8/8/02	6	9	8-K, SC 13D/A
	8/5/02	6	8
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Filing Submission 0001021408-02-012733 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Clegg A J, et al. – ‘SC 13D/A’ on 10/22/02 re: Nobel Learning Communities Inc

On: Tuesday, 10/22/02, at 3:08pm ET · Accession #: 1021408-2-12733 · File #: 5-45470

Previous ‘SC 13D’: ‘SC 13D/A’ on 8/8/02 · Next & Latest: ‘SC 13D’ on 2/2/04

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Schedule 13D Amendment #5Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Schedule 13D Amendment #5
Document Table of Contents