UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
Lincoln
Educational Services Corporation
Common
Stock, No Par Value Per Share
533535100
December
31, 2009
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
o
|
Rule
13d-1(b)
|
|
o
|
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 the
disclosures provided in a prior cover page.
The
information required in 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
(the “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
14 Pages
|
CUSIP
No. 533535100
|
SCHEDULE
13G
|
Page 2
of 14 Pages
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stonington
Capital Appreciation 1994 Fund, L.P.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
8,211,104
(1)
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
8,211,104
(1)
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,211,104
|
|||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
|||
|
(1)
|
See
Item 4(a).
|
|
CUSIP
No. 533535100
|
SCHEDULE
13G
|
Page 3
of 14 Pages
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stonington
Partners, L.P.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
8,211,104
(1)
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
8,211,104
(1)
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,211,104
|
|||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
|||
|
(1)
|
See
Item 4(a).
|
|
CUSIP
No. 533535100
|
SCHEDULE
13G
|
Page 4
of 14 Pages
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stonington
Partners, Inc.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
8,211,104
(1)
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
8,211,104
(1)
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,211,104
|
|||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|||
|
(1)
|
See
Item 4(a).
|
|
CUSIP
No. 533535100
|
SCHEDULE
13G
|
Page 5
of 14 Pages
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stonington
Partners, Inc. II
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
8,211,104
(1)
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
8,211,104
(1)
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,211,104
|
|||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|||
|
(1)
|
See
Item 4(a).
|
|
CUSIP
No. 533535100
|
SCHEDULE
13G
|
Page 6
of 14 Pages
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Back
to School Acquisition,
L.L.C.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
8,211,104
(1)
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
8,211,104
(1)
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,211,104
|
|||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|||
|
(1)
|
See
Item 4(a).
|
|
Item
1(a)
|
Name
of Issuer:
|
Lincoln
Educational Services Corporation
|
Item
1(b)
|
Address
of Issuer’s Principal
Executive Offices:
|
200 Executive Drive, West Orange, New
Jersey 07052
|
Item
2(a)
|
Name
of Person Filing:
|
Stonington
Capital Appreciation 1994 Fund, L.P. (the “Stonington Fund”), Stonington
Partners, L.P. (“SP”), Stonington Partners, Inc. II (“SPII”), Stonington
Partners, Inc. (“Stonington”) and Back to School Acquisition, L.L.C.
(“BSA”).
|
Item
2(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
c/o
Stonington Partners, Inc.
600
Madison Avenue, 16th Floor
New York,
NY 10022
|
Item
2(c)
|
Citizenship:
|
Delaware
|
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 § 240.13d-1(b) or § 240.13d-2(b) or
(c), check whether the person filing is in one of the categories
identified:
|
Not
applicable.
|
Item
4
|
Ownership:
|
|
(a)
Amount Beneficially
Owned:
|
8,211,104
|
SPII is
the general partner of SP, and SP is the general partner of the Stonington
Fund. Stonington is the management company, which, pursuant to a
management agreement with the Stonington Fund, has full discretionary authority
with respect to the Stonington Fund’s investments, including the authority to
make and dispose of such investments.
Page 7 of
14 Pages
The
Stonington Fund controls, and has a 100% economic interest in,
BSA. BSA (i) owns 6,908,000 shares of Common Stock of the Issuer,
(ii) has the power to direct the voting and, in certain circumstances the
disposition, of 1,287,100 shares of Common Stock of the Issuer through a voting
agreement with Five Mile River Capital Partners LLC (of which Hart Capital LLC
is the managing member), (iii) has the power to direct the voting and, in
certain circumstances the disposition, of 10,364 shares through stockholders’
agreements with Steven W. Hart and various Hart family trusts, and (iv) has the
power to direct the voting and, under certain circumstances, through the
exercise of drag-along rights, the disposition of 5,640 shares of Common Stock
through a Stockholders’ Agreement, dated as of June 22, 2005, with Steven W.
Hart, the Steven W. Hart 2003 Grantor Retained Annuity Trust (which terminated
by its own terms on December 24, 2005) and the Issuer.
|
(b)
Percent of Class:
|
31.8
%
|
(c)
Number of Shares as to which such person has:
|
(i)
|
Sole
power to vote or direct the vote: See the responses to Item 5
on the attached cover pages.
|
|
(ii)
|
Shared
power to vote or to direct the vote: See the responses to Item
6 on the attached cover
pages.
|
|
(iii)
|
Sole
power to dispose of or direct the disposition of: See the
responses to Item 7 on the attached cover
pages.
|
|
(iv)
|
Shared
power to dispose of or direct the disposition of: See the
responses to Item 8 on the attached cover
pages.
|
|
Item
5
|
Ownership
of Five Percent or Less of a Class:
|
Not applicable.
|
Item
6
|
Ownership
of More than Five Percent on 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.
|
Item
8
|
Identification
and Classification of Member of the
Group:
|
See Exhibit I attached
hereto.
|
Item
9
|
Notice
of Dissolution of Group:
|
Page 8 of
14 Pages
Not applicable.
|
Item
10
|
Certification:
|
Not applicable.
Page 9 of
14 Pages
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.
Dated: February
16, 2010
|
STONINGTON
CAPITAL
APPRECIATION
1994 FUND, L.P.
|
||||
|
|
By:
|
Stonington Partners, L.P., | ||
| its general partner | ||||
| By: | Stonington Partners, Inc. II, | |||
| its general partner | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
|
STONINGTON
PARTNERS, L.P.
|
||||
| By: | Stonington Partners, Inc. II, | |||
| its general partner | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
| STONINGTON PARTNERS, INC. II | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
Page 10
of 14 Pages
| STONINGTON PARTNERS, INC. | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
|
BACK
TO SCHOOL ACQUISITION, L.L.C.
|
||||
|
|
||||
|
|
By:
|
/s/ James J. Burke, Jr. | ||
| Name: | James J. Burke, Jr. | |||
| Title: | President | |||
Page 11
of 14 Pages
Exhibit
I
|
Name
|
Number
of Shares of Common Stock Beneficially Owned
|
|
Stonington
Capital Appreciation 1994 Fund, L.P.
c/o
Stonington Partners, Inc.
600
Madison Avenue, 16th Floor
New
York, NY 10022
|
8,211,104
|
|
Stonington
Partners, L.P.
c/o
Stonington Partners, Inc.
600
Madison Avenue, 16th Floor
New
York, NY 10022
|
8,211,104
|
|
Stonington
Partners, Inc.
600
Madison Avenue, 16th Floor
New
York, NY 10022
|
8,211,104
|
|
Stonington
Partners, Inc. II
c/o
Stonington Partners, Inc.
600
Madison Avenue, 16th Floor
New
York, NY 10022
|
8,211,104
|
|
Back
to School Acquisition, L.L.C.
c/o
Stonington Partners, Inc.
600
Madison Avenue, 16th Floor
New
York, NY 10022
|
8,211,104
|
Page 12
of 14 Pages
Exhibit
II
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Statement on Schedule 13G, dated February 16,
2010 (the “Statement”), with respect to the Common Stock, no par value per
share, of Lincoln Educational Services Corporation is, and any amendments
thereto executed by each of us shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k)(1) under the
Securities and Exchange Act of 1934, as amended, and that this Agreement shall
be included as an Exhibit to the Schedule 13G and each such
amendment. Each of the undersigned agrees to be responsible for the
timely filing of the Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 16th day
of February 2010.
|
STONINGTON
CAPITAL
APPRECIATION
1994 FUND, L.P.
|
||||
|
|
By:
|
Stonington Partners, L.P., | ||
| its general partner | ||||
| By: | Stonington Partners, Inc. II, | |||
| its general partner | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
|
STONINGTON
PARTNERS, L.P.
|
||||
| By: | Stonington Partners, Inc. II, | |||
| its general partner | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
Page 13
of 14 Pages
| STONINGTON PARTNERS, INC. II | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
| STONINGTON PARTNERS, INC. | ||||
|
|
||||
|
|
By:
|
/s/ Alexis P. Michas | ||
| Name: | Alexis P. Michas | |||
| Title: | Managing Partner | |||
|
BACK
TO SCHOOL ACQUISITION, L.L.C.
|
||||
|
|
||||
|
|
By:
|
/s/ James J. Burke, Jr. | ||
| Name: | James J. Burke, Jr. | |||
| Title: | President | |||
Page
14 of 14 Pages