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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment No. 1)*
Lincoln Educational Services Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
533535100
(CUSIP Number)
May 23, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
* 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 purposes 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).
CUSIP No. 533535100 13G Page 2 of 11
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
STEVEN W. HART
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |x| (i)
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3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES
-----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,290,086 (i), (ii), (iii), (iv)
-----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,290,086 (i), (ii), (iii), (iv)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,290,086 (ii), (iii), (iv)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|x|
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1% (v)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(i) Back to School Acquisition, LLC ("Stonington"), which is the largest
stockholder of the issuer, and which is controlled by Stonington Partners, Inc.
II, a private equity fund, is party to a Stockholders' Agreement, dated as of
September 15, 1999, with Five Mile River Capital Partners LLC ("FMRCP") and the
issuer (the "FMRCP Stockholders' Agreement"). The Reporting Person may be deemed
the beneficial owner of shares of Common Stock held by FMRCP by virtue of his
ownership of membership interests in and/or position as President of Hart
Capital LLC ("Hart Capital"), the managing member of FMRCP. Pursuant to the
FMRCP Stockholders' Agreement, Stonington has the power to direct the voting
and, under certain circumstances, through the exercise of drag-along rights, the
disposition, of all shares of Common Stock held by FMRCP.
(ii) The Reporting Person directly owns 52,088 shares of Common Stock and
options to purchase 11,500 shares of Common Stock. On May 23, 2006, he received
1,781 restricted shares that vest over a three year period. The options are
exercisable at $1.5482 per share and expire on June 21, 2009. Stonington is
party to a Stockholders' Agreement, dated as of June 22, 2005, with the
Reporting Person, the Steven W. Hart 2003 Grantor Retained Annuity Trust (which
terminated by its own terms on December 24, 2005) and the issuer (the "Non-FMRCP
Stockholders' Agreement"). Pursuant to the Non-FMRCP Stockholders' Agreement,
CUSIP No. 533535100 13G Page 3 of 11
Stonington has the power to direct the voting and, under certain circumstances,
through the exercise of drag-along rights, the disposition, of all shares of
Common Stock held by the Reporting Person.
(iii) The Reporting Person beneficially owns options to purchase 18,795 shares
of Common Stock held in the Steven W. Hart 2005 Grantor Retained Annuity Trust
(the "2005 Trust") and options to purchase 20,603 shares of Common Stock held in
the Steven W. Hart 2006 Grantor Retained Annuity Trust (the "2006 Trust"), as to
both of which trusts the Reporting Person serves as co-trustee. The options are
exercisable at $1.5482 per share and expire on June 21, 2009. Upon exercise of
any of the options to purchase shares of Common Stock held by the 2005 Trust or
the 2006 Trust, the 2005 Trust and/or the 2006 Trust, as the case may be, will
be required to enter into a Stockholders' Agreement with the issuer and
Stonington pursuant to which Stonington will have the power to direct the voting
and, under certain circumstances, through the exercise of drag-along rights, the
disposition, of all shares of Common Stock held by the 2005 Trust and the 2006
Trust.
Does not include 10,364 shares of Common Stock held in trusts for the benefit of
the Reporting Person's children, as to which Mr. Hart's wife serves as sole
trustee, and 2,000 shares held by Mr. Hart's wife, as to which he disclaims
beneficial ownership.
(iv) The amount listed also includes 2,187,100 shares of Common Stock held by
FMRCP. The Reporting Person disclaims beneficial ownership of the shares of
Common Stock held by FMRCP.
(v) The percentage is based upon the number of shares of Common Stock
outstanding at April 4, 2006 (25,198,971) as reported in the issuer's Definitive
Schedule 14A Proxy Statement dated April 21, 2006. The calculation assumes the
exercise of all options to purchase shares of Common Stock beneficially owned by
the Reporting Person.
CUSIP No. 533535100 13G Page 4 of 11
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HART CAPITAL LLC
EIN: 06-1514456
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |x| (i)
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES
-----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,187,100 (i), (ii)
-----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,187,100 (i), (ii)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,100 (ii)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|x|
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% (iii)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(i) Back to School Acquisition, LLC ("Stonington"), which is the largest
stockholder of the issuer, and which is controlled by Stonington Partners, Inc.
II, a private equity fund, is party to a Stockholders' Agreement, dated as of
September 15, 1999, with Five Mile River Capital Partners LLC ("FMRCP") and the
issuer (the "FMRCP Stockholders' Agreement"). The Reporting Person is the
managing member of FMRCP. Pursuant to the FMRCP Stockholders' Agreement,
Stonington has the power to direct the voting and, under certain circumstances,
through the exercise of drag-along rights, the disposition, of all shares of
Common Stock held by FMRCP.
(ii) The amount listed includes shares of Common Stock held directly by FMRCP,
of which the Reporting Person may be deemed the beneficial owner by virtue of
its position as managing member of FMRCP. These shares are also reported by Mr.
Steven W. Hart under shared voting power and shared dispositive power on Page 2
of this Schedule 13G. The Reporting Person disclaims beneficial ownership of
these shares of Common Stock.
CUSIP No. 533535100 13G Page 5 of 11
(iii) The percentage is based upon the number of shares of Common Stock
outstanding at April 4, 2006 (25,198,971) as reported in the issuer's Definitive
Schedule 14A Proxy Statement dated April 21, 2006.
CUSIP No. 533535100 13G Page 6 of 11
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FIVE MILE RIVER CAPITAL PARTNERS LLC
EIN: 06-1556163
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |x| (i)
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES
-----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,187,100 (i), (ii)
-----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,187,100 (i), (ii)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,100 (ii)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|x|
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% (iii)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(i) Back to School Acquisition, LLC ("Stonington"), which is the largest
stockholder of the issuer, and which is controlled by Stonington Partners, Inc.
II, a private equity fund, is party to a Stockholders' Agreement, dated as of
September 15, 1999, with Five Mile River Capital Partners LLC ("FMRCP") and the
issuer (the "FMRCP Stockholders' Agreement"). Pursuant to the FMRCP
Stockholders' Agreement, Stonington has the power to direct the voting and,
under certain circumstances, through the exercise of drag-along rights, the
disposition, of all shares of Common Stock held by the Reporting Person.
(ii) These shares are also reported by Mr. Steven W. Hart under shared voting
power and shared dispositive power on Page 2 of this Schedule 13G and by Hart
Capital LLC under shared voting power and shared dispositive power on Page 4 of
this Schedule 13G.
(iii) The percentage is based upon the number of shares of Common Stock
outstanding at April 4, 2006 (25,198,971) as reported in the issuer's Definitive
Schedule 14A Proxy Statement dated April 21, 2006.
CUSIP No. 533535100 13G Page 7 of 11
Item 1(a). Name of Issuer:
Lincoln Educational Services Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
200 Executive Drive, Suite 340, West Orange, New Jersey 07052
Item 2(a). Name of Person Filing:
Steven W. Hart
Item 2(b). Address of Principal Business Offices or, if none, Residence:
131 Rowayton Avenue
Rowayton, CT 06583
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
533535100
Item 3. If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), Check Whether the Person is Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3(a) (6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a) (19) of the
Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with Rule 13d-1(b)
(1) (ii) (E).
(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b) (1) (ii) (F).
(g) |_| A parent holding company or control person in accordance
with Rule 13d-1(b) (1) (ii) (G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
CUSIP No. 533535100 13G Page 8 of 11
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the
Investment Company Act.
(j) |_| Group, in accordance with Rule 13d-1(b)(1) (ii) (J).
If this statement is filed pursuant to Rule 13d-1(c), check this box
|_|.
Item 4. Ownership.
(a) Amount Beneficially Owned: 2,290,086
(b) Percent of Class: 9.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 2,290,086
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
2,290,086
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent of Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
CUSIP No. 533535100 13G Page 9 of 11
Item 8. Identification and Classification of Members of the Group
See Exhibit 1 attached hereto.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 9, 2006
FIVE MILE RIVER CAPITAL PARTNERS LLC
By: Hart Capital LLC, managing member
By: /s/ Steven W. Hart
--------------------------------------
Steven W. Hart
President
HART CAPITAL LLC
By: /s/ Steven W. Hart
--------------------------------------
Steven W. Hart
President
/s/ Steven W. Hart
-----------------------------------------
Steven W. Hart, individually
CUSIP No. 533535100 13G Page 10 of 11
Exhibit 1
- --------------------------------------------------------------------------------
Name Number of Shares of Common Stock
Beneficially Owned
- --------------------------------------------------------------------------------
Five Mile River Capital Partners LLC
131 Rowayton Avenue 2,187,100
Rowayton, CT 06583
- --------------------------------------------------------------------------------
Hart Capital LLC
131 Rowayton Avenue 2,187,100
Rowayton, CT 06583
- --------------------------------------------------------------------------------
Steven W. Hart
c/o Hart Capital LLC 2,290,086
131 Rowayton Avenue
Rowayton, CT 06583
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CUSIP No. 533535100 13G Page 11 of 11
Exhibit 2
JOINT FILING AGREEMENT
Steven W. Hart, Hart Capital LLC, a Delaware limited liability company, and Five
Mile River Capital Partners LLC, a Delaware limited liability company, each
hereby agree, in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, that the Schedule 13G filed herewith, and any amendments thereto,
relating to the shares of Common Stock of Lincoln Educational Services
Corporation is, and will be, jointly filed on behalf of each such person and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned hereby executes this
Agreement as of the date set forth below.
February 14, 2006
FIVE MILE RIVER CAPITAL PARTNERS LLC
By: Hart Capital LLC, managing member
By: /s/ Steven W. Hart
--------------------------------------
Steven W. Hart
President
HART CAPITAL LLC
By: /s/ Steven W. Hart
--------------------------------------
Steven W. Hart
President
/s/ Steven W. Hart
-----------------------------------------
Steven W. Hart, individually