UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 30, 2006
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Lincoln Educational Services Corporation
(Exact Name of Registrant as Specified in Charter)
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New Jersey 000-51371 57-1150621
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 Executive Drive, Suite 340
West Orange, New Jersey 07052 07052
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 736-9340
Not Applicable
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On March 30, 2006, Lincoln Educational Services Corporation, a New
Jersey corporation (the "Company"), issued a press release announcing a
definitive stock purchase agreement (the "Purchase Agreement") to acquire New
England Institute of Technology at Palm Beach, Inc., a Florida corporation
("NET"), for approximately $35.3 million in cash plus the assumption of a $7.2
million mortgage. The Purchase Agreement was entered into among Lincoln
Technical Institute, Inc., a New Jersey corporation and a wholly owned
subsidiary of the Company, and Richard I. Gouse, Andrew T. Gouse (individually
and as Trustee of the Carolyn Beth Gouse Irrevocable Trust), Seth A. Kurn and
Steven L. Meltzer, all shareholders of NET. The transaction, which is currently
expected to close in the second quarter of 2006, is subject to certain
regulatory approvals, as well as other customary conditions to closing. A copy
of the press release is furnished herewith as Exhibit 99.1 and attached hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit
99.1 Press release of Lincoln Educational Services Corporation
dated March 30, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LINCOLN EDUCATIONAL SERVICES CORPORATION
Date: April 4, 2006
By: /s/ Cesar Ribeiro
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Name: Cesar Ribeiro
Title: Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description of Document
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99.1 Press release of Lincoln Educational Services
Corporation dated March 30, 2006
Exhibit 99.1
FOR IMMEDIATE RELEASE
LINCOLN EDUCATIONAL SERVICES TO ACQUIRE NEW ENGLAND INSTITUTE OF
TECHNOLOGY AT PALM BEACH
Acquisition of Established, 25-year-old Institution Provides Lincoln with
Entry into One of Nation's Fastest Growing Counties
Lincoln College of Technology Brand Introduced with Acquisition
WEST ORANGE, N.J., March 30, 2006 - Lincoln Educational Services Corporation
(NASDAQ: LINC) ("Lincoln") today announced that it has signed a definitive
agreement to acquire New England Institute of Technology at Palm Beach, Inc.
("NET") for approximately $35.3 million in cash plus the assumption of a $7.2
million mortgage. With this acquisition, Lincoln is obtaining premier real
estate assets consisting of four buildings totaling 115,000 square feet on 14.5
acres. Pending regulatory approvals, the Company expects to complete the
transaction in the second quarter of 2006 when the institution will be
re-branded as Lincoln College of Technology. The acquisition is expected to be
earnings neutral because of amortization of identified intangibles in 2006.
Founded in 1982, NET is the oldest and largest proprietary career college in
Palm Beach County, Florida, one of the nation's fastest growing markets. NET
currently serves over 1,200 students through two divisions, New England Tech and
the Florida Culinary Institute. NET's two campuses are located in West Palm
Beach and Mangonia Park. NET's program curriculum includes bachelor's degree,
associate's degree, diploma programs, and continuing education certificates in
Culinary Arts, Automotive Technology, Skilled Trades, Health Sciences, Business
and IT, and Cosmetology. In 2005, NET generated revenues of approximately $19
million. The institution's job placement rate exceeds 85%, and more than 25% of
NET's enrollment is generated by student referrals.
"With this acquisition, we are both extending our geographic footprint into
Florida, and bringing to one of the nation's fastest-growing regions our program
offerings, which complement those currently offered by NET," commented David
Carney, Chairman and CEO. "We have an opportunity to consolidate facilities in
West Palm Beach and expand the technical facility into a destination school. We
look forward to working with NET's experienced management team to further build
on the college's very strong reputation as we bring Lincoln's marketing,
operating and management resources into the fold."
NET is the first school to be re-branded Lincoln College of Technology. As
Lincoln expands its national footprint, the Company is embarking on a brand
rationalization initiative to increase recognition of its schools by leveraging
the strength of the Lincoln name. The company anticipates that this process will
be completed by the end of 2007.
Stifel, Nicolaus & Company, Inc., acted as financial advisor to the seller in
connection with this transaction.
About Lincoln Educational Services Corporation
Lincoln is a leading and diversified for-profit provider of career-oriented
post-secondary education. It offers recent high school graduates and working
adults degree and diploma programs in five principal areas of study: automotive
technology, skilled trades, business and information technology and health
sciences (which includes programs for medical administrative assistants, medical
assistants, pharmacy technicians) and Spa and Culinary services. Lincoln has
provided the workforce with skilled technicians since its inception in 1946.
Lincoln currently operates 35 campuses in 16 states under eight brands: Lincoln
Technical Institute, The Cittone Institute, CEI, Denver Automotive and Diesel
College, Nashville Auto-Diesel College, Southwestern College, New England
Technical Institute and Euphoria Institute of Beauty Arts and Sciences. Lincoln
had a combined enrollment of approximately 17,600 students as of December 31,
2005.
Contacts:
Investors: Press or Media:
Brad Edwards Jennifer Gery
Brainerd Communicators, Inc. Brainerd Communicators, Inc.
212-986-6667 212-986-6667
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