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Mail Stop 4-7
June 2, 2005
David F. Carney
Chairman of the Board and CEO
Lincoln Educational Services Corporation
200 Executive Drive, Suite 340
West Orange, New Jersey 07052
Re: Lincoln Educational Services Corporation
Amendment no. 2 to Registration Statement on Form S-1
Filed May 25, 2005
File No. 333-123644
Dear Mr. Carney:
We have reviewed your filing and your May 25, 2005 response
letter and have the following comments. Where indicated, we think
you should revise your Form S-1 in response to these comments. If
you disagree with any of our comments, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
We welcome any questions you may have about our comments or
on
any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of this letter.
Use of Proceeds, page 22
1. We note your revised disclosure that you "routinely consider
acquiring companies in [y]our industry." Please revise to clarify
whether or not you currently have any agreements or understandings
to
make any strategic acquisitions. Refer to comment 26 of our
letter
dated April 28, 2005.
Management, page 82
Employment-Related Arrangements, page 90
2. If the board of directors has already set the financial and
non-
financial goals for the 2005 fiscal year, please revise to
disclose
and quantify those goals.
Draft Exhibit 5.1
3. We have reviewed your draft language for paragraph (e) and
continue to believe the particular assumption should be removed
from
the legality opinion. Please submit an updated draft legality
opinion that removes the assumption.
Annex A to May 25, 2005 Response Letter
Print and Mail Materials
Second Letter to Employees and Friends of Lincoln Educational
Services, from David Carney
4. We note the statement on the first page of the letter that
"given
the limited number of shares available, we cannot assure you that
you
will obtain the number of shares requested." Please delete the
phrase "given the limited number of shares available," as that
language may suggest that the offering will be oversubscribed.
Frequently Asked Questions Regarding the Lincoln Educational
Services
Corporation Reserved Share Program
5. We note the statement appearing at the bottom of page 8 that
alternative arrangements can be made with a Merrill Lynch
representative in the event participants will be unavailable after
pricing. Please confirm that, regardless of the nature of the
alternative arrangements, Merrill Lynch will obtain post-effective
reconfirmations of their indications of interest.
Annex B to May 25, 2005 Response Letter
Merrill Lynch Materials
6. Please tell us whether or not the Deal Sketch page will be
preceded by a prospectus. If not, tell us whether or not Merrill
Lynch intends to include the legend required by Rule 134(b).
7. We note the "Internet Presentations" button on the far left
side
of the screen. Please tell us whether or not the button links to
a
page that contains only information permitted in accordance with
the
Net Roadshow line of no-action letters.
8. Please confirm that the post-deal information on the bottom of
the
Deal Sketch page, e.g., pot split, etc., will be posted only after
a
final prospectus is available and posted.
Harris Direct Materials
9. Please revise the discussion on the first page under the
caption
"Submitting an Indication of Interest" to emphasize that the
submission of an indication of interest involves no obligation and
investors are not obligated to purchase the shares unless or until
they reconfirm their indications of interest after effectiveness
and
pricing.
10. Please include the Rule 134(b) legend on the tombstone page.
* * * *
Please amend your Form S-1 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Robert Carroll, Staff Accountant, at (202)
551-
3362 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
for any accounting questions you may have. Please contact Derek
Swanson, Staff Attorney, at (202) 551-3366 or me at (202) 551-3833
with any other questions.
Sincerely,
/s/ Michele Anderson
Michele Anderson
Legal Branch Chief
cc: Rohan S. Weerasinghe, Esq.
Shearman & Sterling LLP
Via Facsimile: (212) 848-7179
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Mr. Carney
Lincoln Educational Services Corporation
June 2, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE