The Anatomy of Public Corruption

Showing posts with label Lawrence Investments. Show all posts
Showing posts with label Lawrence Investments. Show all posts

Nancy Greenan Hamill and the Bennett Vs. Southern Pacific Murder


 

Nancy Greenan Hamill

Campus Counsel at UC Santa Barbara

Berkeley, California, United States227 connections

About

Corporate generalist attorney with substantial in-house legal experience. Focus on contract drafting and negotiation, corporate transactions, commercial law, real estate and civil litigation.

Specialties: Contract negotiation, real estate services, land use, litigation, regulatory compliance

Experience

  • Chief Campus Counsel

    UC Santa Barbara

     - Present11 years 7 months

  • Senior Counsel

    University of California

     - Present12 years 1 month

    Advise the University of California Board of Regents, President, and University system-wide campuses and research laboratories on governance and compliance matters including assistance with and preparation of agenda items for each of The Board of Regents meeting cycles; review and preparation of Presidential and OGC delegations of authority; advise on conflict of interest, and regulatory compliance matters.

  • Counsel

    Cushman & Wakefield

     - 7 years 1 month

    Regional in-house counsel for global real estate services firm. Supported all service lines across the country with primary responsibility for California, Washington, Oregon & Colorado. Contract negotiation, litigation management, risk management, regulatory compliance, training and education.

  • Vice President / Counsel

    Old Republic Title Company

     - 2 years

    In-house corporate litigation and claims counsel

  • Associate attorney

    Reuben Weintraub & Cera

     - 3 years

    Transactional, land use and litigation associate

  • Associate Attorney

    Peitzold White & Brodsky

     - 1 year

    Litigation associate in boutique admiralty and maritime insurance defense firm with emphasis on personal injury, wrongful death and asbestos litigation.

  • Associate Attorney

    Hagenbaugh & Murphy

     - 3 years

    Civil and appellate litigation associate specializing in insurance defense matters

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Milken Money Milking the Redwoods

Pete Bennett contracted to SBCglobal during 9/11 helped bring down Building 7 containing SEC documents aimed at Enron.

Bennett sued Southern Pacific, worked for ComputerLand where his reporting project revealed the owners sold to Merisel Fab a big bucket of cooked books that cost his peers thier retirement. 

Then Bennett became a pawn in the game of International Politics of War by deploying the global virus that wiped out servers around the globe.

Effectively ensuring the Enron investigation died along with 3000 during the previous week.

Amazing considering the tears of millions were weeping while the flesh was rotting and first responders inhaling the acrid toxins creating those last future beath decades later.

Bennett v Southern Pacific 
Contra Costa v Helix, kinder Morgan,  union Pacific 

MG Dan Helix grandson found dead in Las Vegas just like Madeline Seeley in connection to PG&E before San Bruno

Officer Clemente arrests Bennett over and over 
eeping 


####

Feature

Ravaging the Redwood: Charles Hurwitz, Michael Milken and the Costs of Greed

by Ned Daly

The fate of the largest unprotected redwood forest in the world may now rest in the hands of an unlikely savior, the Federal Deposit Insurance Corporation (FDIC).

Since the 1985 MAXXAM takeover of Pacific Lumber, the redwood ecosystem known as the Headwaters Forest, located in Humboldt County on California's North Coast, has been under siege. Lawsuits, direct action, legislative efforts and all other attempts at preservation have so far failed to curb MAXXAM's ravenous appetite for redwood lumber. Now many environmentalists and community activists are hoping the FDIC can stop the forest from falling victim to corporate greed. The federal agency may be able to acquire the redwood forest as partial or full payment for the $548 million outstanding claim against the United Financial Group (UFG), a holding company for United Savings Association of Texas (USAT), a failed savings and loan controlled by MAXXAM and its chief executive officer, Charles Hurwitz.

Hurwitz is not averse to transferring part of the Headwaters Forest to federal government control, but he is insisting on rather different terms than environmentalists are proposing. Ignoring the fact that a company he controls, UFG, owes $548 million to the government, he has asked the government to pay him $600 million cash for a small grove of redwoods; if the offer is refused, he has threatened to liquidate the forest.

"If the federal government does not purchase the Headwaters Forest, Pacific Lumber will go ahead with its timber operations," says MAXXAM's Director of Public Relations Scott Lamb.

 A Wall Street Journal article said Hurwitz's proposal "brings new meaning to the term greenmail." Hurwitz paid approximately $900 million for the 196,000 acres owned by Pacific Lumber. If the government were to accept his proposal to buy 4,500 acres for $600 million, Hurwitz would earn a profit of more than 2,800 percent.

The people of California's North Coast know Charles Hurwitz and MAXXAM well enough to take his threat seriously. Twice in 1992, the company cut hundreds of trees in the old-growth grove of Owl Creek on holidays and weekends when state regulators were not working, in violation of the California Board of Forestry cutting regulations. Both times the cutting was eventually stopped by court injunction. Under current plans, MAXXAM will harvest all the remaining old-growth redwoods it owns within the next 14 years.

One of the last stands

 The government's response to MAXXAM and Hurwitz's threat will determine the fate of a unique ecosystem.

Many trees in the Headwaters Forest are as old as 2000 years. The cornerstones of an old-growth ecosystem are species diversity and a continual recycling process interlocking life and death. After a 300- foot redwood falls, it serves as a nurse log to help new seedlings grow. The seedlings grow right out of the nurse log, which provides nutrients to the new trees as it decays. As the older tree falls, it creates one of the few canopy breaks in an otherwise shady forest floor. The nurse log lies basking in the sunlight, offering the new seedlings essential light as well as nutrients.

 Logging, especially clearcutting, stops this ecological recycling process and seriously threatens the forest's ability to regenerate. When loggers remove cut trees, they also remove the nutrients that the trees would have returned to the soil. The soil itself will be lost after a rain because it no longer has trees holding it in place. As topsoil is depleted, desertification begins.

Though the redwood forests still support a diverse array of species, including California black bear, mountain lion, Pacific fisher and steelhead trout, logging is taking a severe toll on forest wildlife. Many rare and endangered species also call the redwoods of Humboldt County home, among them the northern spotted owl, marbled murrelet, pacific giant salamander, tailed frog and coho salmon. Their survival is dependent on a diverse and healthy old-growth forest.

 Carl Ross, co-director of Save America's Forests, the nation's largest grassroots forest protection organization, says, "If we fail to protect these last stands of redwoods, we will lose one of the greatest wonders of the living world for all time. Less than 4 percent of native redwoods are still standing, and that tiny percentage is being hacked and cut for the last shred of money that can be sawed from their red roots. If we allow the extinction of these largest of all living things, we will be condemned as a society that knew the price of everything and the value of nothing."

Takeover plunder

 The redwoods of Humboldt County may seem a long way from Houston, and United Savings Association of Texas, but whether the FDIC decides to pursue the connection may determine whether the Headwaters Forest survives.

 There was little need to worry about the Headwaters Forest before Hurwitz's takeover of the Pacific Lumber Company. The family-run business was one of the most economically and environmentally sound timber companies in the United States. Pacific Lumber rarely if ever clearcut; it generally left standing 30 to 50 percent of the timber in a harvested area. This not only created natural canopy break for new growth, it also kept much of the soil stable, increasing the forests' growth potential.

 The company was also generous to its employees. Pacific Lumber rented housing at below market rates to employees and maintained a "no layoff" policy despite downturns in the timber market. The company also funded a very generous pension fund.

 Pacific Lumber's strength soon became its weakness, however. The pension fund was overfunded by $60 million, and, because of its sustainable cutting practices, the company held tremendous assets (old- growth redwoods) that could be liquidated quickly. Assessing Pacific Lumber in 1985, Charles Hurwitz decided it was ripe for a takeover, and he plucked it in the fall of that year.

Almost immediately after the takeover, Hurwitz raided the pension fund and doubled the rate of cutting to pay off the loans and junk bonds used to finance the takeover. If there was any doubt about Hurwitz's intentions and his dedication to preserving the sustainability of his new acquisition, it was cleared up in his first meeting with the workers of Pacific Lumber. Hurwitz was quoted by Time magazine as telling his new employees, "There is the story of the golden rule: he who has the gold rules."

Creative financing

 The story of MAXXAM's takeover of Pacific Lumber is itself a tale of intrigue, shady dealings and questionable business practices. MAXXAM announced that it would make a cash tender offer for Pacific Lumber on September 30, 1985. Drexel, Burnham, Lambert structured the financing, which consisted of a $300 million short-term loan from the Irving Trust Company and $450 million dollars worth of junk bonds sold by Michael Milken's high-yield bond department at Drexel Burnham.

 Shortly after MAXXAM made its offer, the New York Stock Exchange (NYSE) initiated an investigation into the heavy volume of trading in Pacific Lumber stock which took place in the days before MAXXAM made its offer. A House Energy and Commerce Subcommittee on Oversight and Investigation report states that the NYSE investigation uncovered significant evidence of insider trading and parking stock, although no civil or criminal actions were brought against MAXXAM or its associates for their activities related to MAXXAM's purchase of Pacific Lumber.

 The NYSE investigation, the subcommittee's report and subsequent congressional hearings all make a strong case that stock parking took place. Parking stock is the practice of buying stock for another party in order to conceal the identity of the true or eventual owner. If Hurwitz had someone park stock for him, he could have accumulated Pacific Lumber stock anonymously and at a lower price than after the company was put "into play" (when it became known a single party was accumulating large blocks of the company's stock), which would drive the price of stock up almost immediately.

 Boyd Jefferies, former chairperson of the Los Angeles brokerage firm Jeffries Group, Inc., who later pleaded guilty to parking stock for Ivan Boesky, accumulated 539,600 shares of Pacific Lumber stock and sold the shares on September 27 to MCO Holding Company, a Hurwitz-controlled enterprise. Presumably, this purchase gave Hurwitz enough stock to begin the hostile takeover of Pacific Lumber which he commenced three days after MCO purchased the stock.

Hurwitz and Jefferies both deny any prior agreement to park stock, but Energy and Commerce Committee Chair John Dingell, D-Michigan, and Representative Ron Wyden, D-Oregon, concluded in October 1987 that it was unlikely that the sale took place without a prior agreement, because the stock was sold well below the trading price on September 27, 1985. Since there had been so much trading before Hurwitz's offer, the stock price had already begun to rise. On September 27, Pacific Lumber was trading at close to $34 per share. In what was probably one of the more philanthropic stock sales ever seen on Wall Street, Jefferies sold the Pacific Lumber stock at $29.10 rather than its market trading price of $34. The discount sale was not attributable to a prior agreement, according to both parties, but apparently to the fact that Boyd Jefferies felt good-hearted that day.

Jefferies' generosity was not enough to ensure the financial stability of the newly acquired company. Though the interest payments on the junk bonds Hurwitz and MAXXAM used to finance the takeover were not due for four years, it was evident soon after the purchase of Pacific Lumber that it would be difficult to cover the debt. The annual interest payment on the junk bonds was more than the historical annual profit of Pacific Lumber.

To make the bonds more attractive to potential bidders, MAXXAM announced it would terminate the pension plan and sell most nontimber assets to pay the bank loan. MAXXAM also decided it would increase Pacific Lumber's timber cutting rate to pay off the junk bonds.

Getting to the pension fund required some slick maneuvering. According to William Bertain, a lawyer representing shareholders in Pacific Lumber and residents of Humboldt County in a suit against Pacific Lumber, the company attempted to protect the pension fund before Hurwitz's raid by declaring that the pension fund's excess $60 million would vest directly to the employees and retirees in the event of a hostile takeover.

Under pressure from a suit by MAXXAM, the Pacific Lumber board of directors agreed to a "friendly takeover," and MAXXAM agreed to defend the Board if it was found to have breached its fiduciary duty to the shareholders. MAXXAM increased its offer by $1.50 a share, for a total increase of approximately $33 million. But since it was now undertaking a friendly takeover, MAXXAM had access to the $60 million excess in the pension fund - so MAXXAM came out $27 million richer, despite the higher price paid.

Hurwitz was later sued by the U.S. Department of Labor and employees for investing Pacific Lumber's pension fund with the now-failed Executive Life Insurance Co. allegedly in return for Executive Life's junk bond financing of the Pacific Lumber takeover. The suit is still pending.

Failing Finances

 Three years after MAXXAM's takeover of Pacific Lumber, another piece of Hurwitz's empire, United Savings Association of Texas, failed. The circumstances of the failure remain hazy. Although MAXXAM's Lamb claims that "USAT's decline can be attributed to a decline in the Texas real estate market," the S& L's deep involvement in Michael Milken's junk-bond schemes appears to have been an important factor in its downfall.

 By the time USAT failed in 1988, Hurwitz had already gained the attention of regulators. In 1971, Hurwitz was sued by the Security and Exchange Commission for alleged stock manipulation, and charged by New York State regulators with looting Summit Insurance Company. Hurwitz was not found guilty in either case.

 In the three years prior to its failure, USAT purchased more than $1.3 billion worth of junk bonds underwritten by Drexel Burnham. During those same years, the Milken group raised about $1.8 billion for Charles Hurwitz and his takeover ventures, including the takeover of Pacific Lumber, according to a FDIC lawsuit against Michael Milken.

 The FDIC told the United Financial Group (UFG) that the company and its officers are liable for breach of fiduciary duty for wrongfully failing to maintain the net worth of a failed savings and loan. The FDIC also alleges that Hurwitz used USAT to aid Michael Milken's scheme to manipulate the junk bond market. And the FDIC accused UFG of wrongfully causing USAT to pay dividends to UFG.

 At the time of the failure, MAXXAM owned approximately 22 percent of USAT and 28 percent of United Financial Group, the thrift's holding company. Charles Hurwitz was chair of both MAXXAM and UFG when USAT failed.

The questions of propriety surrounding the takeover of Pacific Lumber and the collapse of USAT may provide hope for the preservation of the Headwaters Forest, as Congress and environmentalists try to fashion a response to Hurwitz's demands.

 One possibility is for the government to accede to the proposal for a $600 million cash buyout of the forest. The Headwaters Forest Act, introduced by Representative Dan Hamburg, D-California, would authorize the Department of Agriculture to buy 44,000 acres of the forest. Because of Congress's understandable reluctance to pay $600 million, the bill leaves the amount and method of payment open to negotiation between the Department of Agriculture and Hurwitz.

 Hamburg's bill has passed the House of Representatives and Senator Barbara Boxer, D- California, has introduced a Senate version of Hamburg's bill, but it currently has no co-sponsors.

 Another, bolder approach would avoid the need for Congress to directly or indirectly authorize funds for the purchase of the Headwaters Forest. Prodded by some environmentalists, Representative Ron Dellums, D-California, Chair of the House Banking Committee Henry Gonzales, D-Texas, and other members of the House have asked the FDIC to consider "disgorging" Pacific Lumber from MAXXAM, on the grounds that MAXXAM's takeover of Pacific Lumber was inextricably bound up with USAT's failure.

 The case for disgorgement, Dellums wrote to FDIC Chairman Andrew Hove, "is based on the assessment that MAXXAM acquired Pacific Lumber as a direct result of certain alleged breaches of fiduciary duties owed United Savings Association of Texas (USAT) by MAXXAM, as controlling stockholder, and by similar alleged breaches of duty on the part of certain overlapping officers and directors." The letter explains, "These alleged breaches include causing USAT to invest heavily in junk bonds underwritten by Drexel, Burnham and Lambert as a quid pro quo for Drexel's underwriting of the bonds MAXXAM used to acquire Pacific Lumber."

 Jill Ratner, a lawyer at the Oakland-based Rose Foundation was the first to look into the idea of disgorgement. According to Ratner, "We based our theory on the FDIC's own allegations in a related case. The FDIC's complaint in FDIC v. Milken alleged that Drexel, Burnham and Lambert and MAXXAM's CEO, Charles Hurwitz, arranged for the S& L [USAT] to purchase millions of dollars of Drexel's underwritten bonds in return for Drexel's securing the financing that allowed MAXXAM to buy out Pacific Lumber. In the end, these alleged interested insider transactions were very much to MAXXAM's advantage and very much to USAT's detriment."

 In sum, Ratner says, "What we're saying is that if the FDIC can prove what it already alleged, MAXXAM should be made to surrender the profit it made on the allegedly improper financing deal, and that profit is Pacific Lumber."

 The FDIC has responded to the calls for disgorgement by stating that it is still reviewing the matter, and that it has entered into an agreement with UFG and others who may be responsible for losses resulting from the failure. The parties have all agreed to hold off legal actions and negotiate toward a settlement.

 Disgorgement would put the Headwaters into federal ownership, but many in the communities throughout Humboldt County would like to see Hurwitz pay for his actions with more than just trees. Darryl Cherney, an Earth First! activist in Garberville, California, has been working on this issue since MAXXAM took over Pacific Lumber. Cherney has a deep disgust for Hurwitz and his business practices. "Hurwitz has pilfered the Pacific Lumber pension fund, ripped off the redwoods, and swindled a savings and loan to do it. We say three strikes and you're out. The only thing that is up for negotiation as far as old growth redwoods are concerned is the length of Hurwitz's jail sentence."


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Nobel Learning Communities, Inc. : LAWRENCE INVESTMENTS, LLC

SC 13D f27599orsc13d.htm SCHEDULE 13D
Table of Contents

   
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  ____ )*

Nobel Learning Communities, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
654889104
(CUSIP Number)
Lawrence Investments, LLC
101 Ygnacio Valley Road, Suite 320
Walnut Creek, CA 94596
Attn: President
Fax No.: (925) 977-9099
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 14, 2007
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

 
 


Table of Contents

           
CUSIP No.
 
654889104 
 

 

      
1 NAMES OF REPORTING PERSONS:
Mollusk Holdings, LLC
  
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
  
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

 (a)   þ 
 (b)   o 
   
3 SEC USE ONLY:
  
  
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
  
 WC, AF
   
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
  
 o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
  
 California
    
 7 SOLE VOTING POWER:
   
NUMBER OF 1,007,590 (1)
    
SHARES8 SHARED VOTING POWER:
BENEFICIALLY  
OWNED BY 0
    
EACH9 SOLE DISPOSITIVE POWER:
REPORTING  
PERSON 1,007,590 (1)
    
WITH10 SHARED DISPOSITIVE POWER:
   
  0
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
  
 1,007,590 (1)
   
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
  
 o
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
  
 10.3%(2)
   
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
  
 OO (Limited Liability Company)
(1) Includes 142,075 shares of Common Stock issuable upon conversion of Series F Convertible Preferred Stock of the Issuer, including payment-in-kind dividends through September 30, 2006.
(2) Based on 9,644,192 shares of Common Stock outstanding as of February 12, 2007, as reported in the Issuer’s Quarterly Report on Form 10–Q filed with the Commission on February 12, 2007, and assumes issuance of 142,075 shares of Common Stock upon conversion of Series F Convertible Preferred Stock.

(Page 2 of 14 Pages)


Table of Contents

           
CUSIP No.
 
654889104 
 

 

      
1 NAMES OF REPORTING PERSONS:
Cephalopod Corporation
  
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
 
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

 (a)   þ 
 (b)   o 
   
3 SEC USE ONLY:
  
  
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
  
 AF
   
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
  
 o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
  
 California
    
 7 SOLE VOTING POWER:
   
NUMBER OF 1,007,590 (1)
    
SHARES8 SHARED VOTING POWER:
BENEFICIALLY  
OWNED BY 0
    
EACH9 SOLE DISPOSITIVE POWER:
REPORTING  
PERSON 1,007,590 (1)
    
WITH10 SHARED DISPOSITIVE POWER:
   
  0
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
  
 1,007,590 (1)
   
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
  
 o
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
  
 10.3%(2)
   
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
  
 CO, HC
(1) Includes 142,075 shares of Common Stock issuable upon conversion of Series F Convertible Preferred Stock of the Issuer, including payment-in-kind dividends through September 30, 2006.
(2) Based on 9,644,192 shares of Common Stock outstanding as of February 12, 2007, as reported in the Issuer’s Quarterly Report on Form 10–Q filed with the Commission on February 12, 2007, and assumes issuance of 142,075 shares of Common Stock upon conversion of Series F Convertible Preferred Stock.

(Page 3 of 14 Pages)


Table of Contents

           
CUSIP No.
 
654889104 
 

 

      
1 NAMES OF REPORTING PERSONS:
Lawrence Investments, LLC
  
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
 
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

 (a)   þ 
 (b)   o 
   
3 SEC USE ONLY:
  
  
   
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
  
 AF
   
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
  
 o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
  
 California
    
 7 SOLE VOTING POWER:
   
NUMBER OF 1,007,590 (1)
    
SHARES8 SHARED VOTING POWER:
BENEFICIALLY  
OWNED BY 0
    
EACH9 SOLE DISPOSITIVE POWER:
REPORTING  
PERSON 1,007,590 (1)
    
WITH10 SHARED DISPOSITIVE POWER:
   
  0
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
  
 1,007,590 (1)
   
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
  
 o
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
  
 10.3%(2)
   
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
  
 OO (Limited Liability Company), HC
(1) Includes 142,075 shares of Common Stock issuable upon conversion of Series F Convertible Preferred Stock of the Issuer, including payment-in-kind dividends through September 30, 2006.
(2) Based on 9,644,192 shares of Common Stock outstanding as of February 12, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on February 12, 2007, and assumes issuance of 142,075 shares of Common Stock upon conversion of Series F Convertible Preferred Stock.

(Page 4 of 14 Pages)


Table of Contents

           
CUSIP No.
 
654889104 
 

 

      
1 NAMES OF REPORTING PERSONS:
Lawrence J. Ellison
  
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
 
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

 (a)   þ 
 (b)   o 
   
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):
  
 o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
  
 U.S.A.
    
 7 SOLE VOTING POWER:
   
NUMBER OF 1,007,590 (1)
    
SHARES8 SHARED VOTING POWER:
BENEFICIALLY  
OWNED BY 0
    
EACH9 SOLE DISPOSITIVE POWER:
REPORTING  
PERSON 1,007,590 (1)
    
WITH10 SHARED DISPOSITIVE POWER:
   
  0
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
  
 1,007,590 (1)
   
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
  
 o
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
  
 10.3%(2)
   
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
  
 IN, HC
(1) Includes 142,075 shares of Common Stock issuable upon conversion of Series F Convertible Preferred Stock of the Issuer, including payment-in-kind dividends through September 30, 2006.
(2) Based on 9,644,192 shares of Common Stock outstanding as of February 12, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on February 12, 2007, and assumes issuance of 142,075 shares of Common Stock upon conversion of Series F Convertible Preferred Stock.

(Page 5 of 14 Pages)


TABLE OF CONTENTS

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
I. SIGNATURE


Table of Contents

      Introductory note: This statement on Schedule 13D is filed jointly by the undersigned Reporting Persons (as defined in Item 2 below), and entirely supersedes, amends and restates as to each of such Reporting Persons the previous statement on Schedule 13D, originally filed with the Securities and Exchange Commission (the “Commission”) on January 14, 1998, and as amended by Amendments No. 1 through No. 9 (the “Original 13D”), that had been jointly filed by the Reporting Persons and certain other parties as listed and described therein. To the extent the Original 13D indicated or affirmed the existence of a “group” consisting of the Reporting Persons and the other persons jointly filing the Original 13D, that group dissolved on February 14, 2007. The Reporting Persons hereby disclaim their membership in any such group, other than in a group consisting of the Reporting Persons as joint filers, as described below. All further filings with respect to transactions in the securities reported upon in this statement on Schedule 13D will be filed, if required, by the Reporting Persons as a separate group.
Item 1. Security and Issuer
      This Schedule 13D relates to the common stock, par value $.001 per share (the “Common Stock”), of Nobel Learning Communities, Inc., a Delaware corporation (“Nobel” or the “Issuer”). The address of the principal executive office of the Issuer is 1615 W Chester Pike, Suite 200, West Chester, Pennsylvania 19382-6223 .
Item 2. Identity and Background
      This statement is being filed jointly by: (A) Mollusk Holdings, LLC; (B) Cephalopod Corporation; (C) Lawrence Investments, LLC; and (D) Lawrence J. Ellison, who are together referred to as the “Reporting Persons.” This Schedule 13D relates solely to, and is being filed for, the investment by Mollusk, Cephalopod, Lawrence Investments, and Lawrence J. Ellison and does not relate to any investment by Oracle Corporation or by Lawrence J. Ellison in his capacity as Chief Executive Officer of Oracle Corporation. This Statement is based upon the direct and indirect beneficial ownership of shares of the Issuer by Lawrence J. Ellison, Mollusk, Cephalopod, and Lawrence Investments.
(A) Mollusk Holdings, LLC
      Mollusk Holdings, LLC (“Mollusk”) is a California limited liability company whose principal office address is 101 Ygnacio Valley Road, Suite 320, Walnut Creek, CA 94596. Mollusk’s principal business is to make and hold investments made on behalf of Mr. Ellison. Mollusk has no executive officers or directors. Mollusk is managed directly by its members, Cephalopod Corporation (which is the managing member) and Lawrence Investments, LLC.
(B) Cephalopod Corporation
      Cephalopod Corporation (“Cephalopod”) is a California corporation whose principal office address is 101 Ygnacio Valley Road, Suite 320, Walnut Creek, CA 94596. Cephalopod’s principal business is to manage and act as a holding company for entities that make and hold private equity investments made on behalf of Mr. Ellison. Mr. Ellison is the Chief Executive Officer of Cephalopod. Philip B. Simon is the sole director of Cephalopod and also the President, Chief Financial Officer and Secretary of Cephalopod.

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(C) Lawrence Investments, LLC
      Lawrence Investments, LLC (“Lawrence Investments”) is a California limited liability company whose principal office address is 101 Ygnacio Valley Road, Suite 320, Walnut Creek, CA 94596. Lawrence Investment’s principal business is to manage and act as a holding company for entities that make and hold private equity investments made on behalf of Mr. Ellison. Lawrence Investments has no directors. Lawrence Investments is managed by its members, who are the Lawrence J. Ellison Revocable Trust U/D/D 12/8/95 (the “Ellison Trust”), Philip B. Simon and Steven B. Fink. Mr. Fink is the Chief Executive Officer of Lawrence Investments, and Mr. Simon is the President of Lawrence Investments.
      Mr. Ellison is the sole beneficiary and a co-trustee of the Ellison Trust. Mr. Simon is the other co-trustee of the Ellison Trust. The Ellison Trust was formed under the laws of the State of California, its principal business is to hold the assets and estate of Mr. Ellison, and its business address is 101 Ygnacio Valley Road, Suite 320, Walnut Creek, CA 94596.
      Mr. Fink is a citizen of the United States of America. His principal employment is as Chief Executive Officer of Lawrence Investments, and his principal business address is 1250 4th Street, Santa Monica, CA 90401.
      Mr. Simon is a citizen of the United States of America. His principal employment is as a principal of Howson & Simon LLP, an accounting and wealth management advisory firm. His principal business address is 101 Ygnacio Valley Road, Suite 310, Walnut Creek, CA 94596.
(D) Lawrence J. Ellison
      Lawrence J. Ellison is a citizen of the United States of America. His principal employment is as Chief Executive Officer of Oracle Corporation. Mr. Ellison’s and Oracle’s business address is 500 Oracle Parkway, Redwood Shores, CA 94065. Oracle is the world’s largest provider of enterprise software. For purposes of the federal securities laws, Mr. Ellison may be deemed to be the person ultimately in control of Mollusk, Cephalopod and Lawrence Investments.
      During the last five years, none of the Reporting Persons, and neither the Ellison Trust, Mr. Simon nor Mr. Fink has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a 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, United States federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
      The Common Stock and rights to acquire Common Stock held by the Reporting Persons were acquired in part through a purchase and in part through a distribution.

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      On September 9, 2003, Mollusk acquired 118,481 shares of the Issuer’s Series F Convertible Preferred Stock (the “Series F Preferred”) through a purchase directly from the Issuer for an aggregate purchase price of $604,254. The funds for the purchase of the Series F Preferred were provided to Mollusk by Cephalopod and Lawrence, each of which received its funding from Mr. Ellison. The rights, preferences and privileges of the Series F Preferred include provision for payment-in-kind of dividends, payable quarterly at annual rates of 5% or 8%, through the third anniversary from issuance, after which time the Issuer at its election is permitted to pay future dividends in cash or in stock. The Issuer has been electing to pay cash dividends since September 2006. Including payment-in-kind dividends through February 16, 2007, the Series F Preferred held by Mollusk is convertible into 142,075 shares of Common Stock, subject to anti-dilution adjustment, at any time at the election of Mollusk.
      The balance of the shares stock of Nobel currently held by Mollusk were received through a distribution to Mollusk of its pro rata beneficial ownership in shares of Common Stock that were initially acquired by a predecessor to KU Learning, LLC, a Delaware limited liability company (“KU Learning”). Those shares had been originally acquired in December 1997, January 1998 and November 1999, in open market and privately negotiated purchase transactions by a predecessor of KU Learning, using personal funds provided by Mr. Ellison and other direct and indirect owners of such predecessor of KU Learning. An aggregate total of 1,883,500 shares of Common Stock were acquired during that time, and the aggregate amount of funds used to acquire those shares was approximately $11,800,000. On February 14, 2007, KU Learning distributed, without consideration, all of the Common Stock that it held directly to its sole member Mounte LLC (“Mounte”) which in turn immediately distributed such Common Stock, without consideration, to each of its members on a pro rata basis in accordance with their respective interests in Mounte (the “Distribution”). Pursuant to the Distribution, Mollusk received and now directly holds 865,515 shares of Common Stock.
Item 4. Purpose of Transaction
      Prior to the Distribution, as a result of the joint ownership of Mounte by the Reporting Persons, along with another group of persons including ET Holdings, L.L.C., a Delaware limited liability company, Hampstead Associates, L.L.C., a Delaware limited liability company, Ridgeview Associates, LLC, a California limited liability company, Blesbok LLC, a Delaware limited liability company, Michael R. Milken, an individual, and Lowell J. Milken, an individual (collectively, the “ET Holdings Group”), the ET Holdings Group and the Reporting Persons reported that they may be deemed to be a group with respect to their holdings of shares of stock of Nobel, as described in the Original 13D.
      The effect of the Distribution was to divide and separate the ownership of the shares of Common Stock previously held through KU Learning and Mounte. As a result of the Distribution, effective February 14, 2007, the ET Holdings Group and the Reporting Persons do not jointly hold any Common Stock, and they are no longer acting together for the purpose of acquiring, holding, voting or disposing of equity securities of the Issuer; nor do they have any common intentions with respect to the Common Stock or other securities of the Issuer. Consequently, the Reporting Persons and the ET Holdings Group no longer constitute a “group”

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as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended; except that the Reporting Persons constitute a separate group consisting of themselves as joint filers, and some or all of the ET Holdings Group may continue to constitute another separate group.
      The Reporting Persons acquired the shares of Common Stock and the Series F Preferred in order to obtain an equity position in the Issuer. The Reporting Persons acquired the Common Stock and the Series F Preferred in the purchase transaction and the Distribution described under Item 3, and hold the securities of Nobel currently beneficially owned by them for general investment purposes. They retain the right to change their investment intent, at any time. The Reporting Persons intend to review on a continuing basis their investment in the shares of Common Stock and the Series F Preferred in light of the factors discussed below.
      The Reporting Persons may from time to time, subject to the continuing evaluation of the factors discussed herein, acquire additional shares of Common Stock in the open market or in privately negotiated transactions, or by tender offer, exchange offer or otherwise. Any such actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the availability of shares for purchase and the price levels of such shares, general market and economic conditions; on-going evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the actions of the management and the Board of Directors of the Issuer; and other future developments. Depending on the factors discussed herein, the Reporting Persons may, from time to time, retain or sell all or a portion of the shares of Common Stock or Series F Preferred in the open market or in privately negotiated transactions.
      Except as set forth above, none of the Reporting Persons, and neither the Ellison Trust, Mr. Simon nor Mr. Fink, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Amount beneficially owned:
Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 1,007,590 (1)(2)(3)
Steven B. Fink: 25,000 (4)(5)
Philip B. Simon: 0 (5)
Percent of class:
Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 10.3% (6)
(b) Number of shares as to which each such person has:
(i) Sole power to vote or to direct the vote:
Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 1,007,590 (1)(2)(3)
Steven B. Fink: 20,000 (4)(5)
Philip B. Simon: 0 (5)

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 (ii) Shared power to vote or to direct the vote:
n/a
      (iii) Sole power to dispose or to direct the disposition of:
Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 1,007,590 (1)(2)(3)
Steven B. Fink: 20,000 (4)(5)
Philip B. Simon: 0 (5)
 (iv) shared power to dispose or to direct the disposition of:
 
   n/a
Notes:
(1) Of the total amount shown, 865,515 shares of Common Stock are issued and outstanding, and held directly by Mollusk, and 142,075 shares of Common Stock are issuable upon conversion of Series F Convertible Preferred Stock of the Issuer held directly by Mollusk, including payment-in-kind dividends through February 14, 2007.
(2) Cephalopod and Lawrence Investments together control Mollusk, and may be deemed to have voting and investment power over the shares of the Issuer held directly by Mollusk. Lawrence J. Ellison controls both Cephalopod and Lawrence Investments, and may be deemed to have voting and investment power over the shares of the Issuer held directly or indirectly by those entities.
(3) Includes ownership interests held by Mr. Ellison through the Ellison Trust.
(4) Consists of options to acquire shares of Common Stock granted to Mr. Fink in connection with service as a member of the Board of Directors of Nobel, which options are exercisable by Mr. Fink within 60 days.
(5) Mr. Fink and Mr. Simon, as members of Lawrence Investments, each have an allocated minority interest in the overall profits and losses in the investments made or managed by Lawrence Investments, including the investments represented by the securities of Nobel held by the Reporting Persons.
(6) Calculations are based on 9,786,267 shares of the Issuer’s Common Stock outstanding, which is the sum of (i) 9,644,192 shares of the Issuer’s Common Stock outstanding as of February 12, 2007, as reported on the Issuer’s Quarterly Report on Form 10-Q filed on February 12, 2007, plus (ii) the additional 142,075 shares of Common Stock by which the outstanding Common Stock of the Issuer would increase as a result of the issuance of shares upon conversion of the Series F Convertible Preferred Stock mentioned in footnote 1.
      (c) To the best knowledge of the Reporting Persons, and except as described in Item 3 herein, none of the Reporting Persons and neither the Ellison Trust, Mr. Simon nor Mr. Fink has effected any transactions in the Common Stock during the past 60 days.

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     (d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, with respect to shares of Common Stock beneficially owned by the Reporting Persons.
     (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     Mollusk directly acquired the Series F Preferred from Nobel pursuant to the terms of a Series F Convertible Preferred Stock Purchase Agreement dated as of September 9, 2003 among Nobel and parties including Mollusk (the “Stock Purchase Agreement”), and Nobel and parties including Mollusk also entered into a Registration Rights Agreement dated as of September 9, 2003 (the “Rights Agreement”). The Stock Purchase Agreement and the Rights Agreement provide for restrictions on the sale of the Series F Preferred, and grant certain information rights, contractual rights of participation in offerings of equity securities by Nobel, and provide for rights to demand registration of shares of Common Stock received upon conversion of the Series F Preferred.
     The operating agreements and other charter documents of Mollusk, Cephalopod and Lawrence Investments include provisions with respect to the ownership and distribution of securities held by those entities. Under those agreements and charter documents, Mr. Ellison effectively owns and controls all the assets and securities held by those entities, including the securities of the Issuer beneficially owned by them. Mr. Fink and Mr. Simon, as members of Lawrence Investments, each have an allocated minority interest in the overall profits and losses in the investments made or managed by Lawrence Investments, including the investments represented by the securities of Nobel held by the Reporting Persons.
     Except for the agreements described above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, among the persons enumerated in Item 2, or between them and any other person, with respect to any securities of Nobel, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than proceeds, standard default and similar provisions contained in loan agreements.
Item 7. Material to be Filed as Exhibits
     Exhibit 99.1
     Exhibit 99.2

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ISIGNATURE
     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, 2007 MOLLUSK HOLDINGS, LLC,  
  a California limited liability company  
 
      
 
   By: CEPHALOPOD CORPORATION  
 
   a California corporation  
 
   Its: Member  
 
      
 
   /s/ Philip B. Simon  
 
      
 
   By: Philip B. Simon  
 
   Its: President  
 
      
Dated: February 16, 2007 CEPHALOPOD CORPORATION,  
  a California corporation  
 
      
  /s/ Philip B. Simon  
     
  By: Philip B. Simon  
  Its: President  
 
      
Dated: February 16, 2007 LAWRENCE INVESTMENTS, LLC,  
  a California limited liability company  
 
      
  /s/ Philip B. Simon  
     
  By: Philip B. Simon  
  Its: Member  
 
      
Dated: February 16, 2007 Lawrence J. Ellison,  
  an individual  
 
      
  /s/ Philip B. Simon  
     
  By: Philip B. Simon, his attorney-in-fact  

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EXHIBITS
   
99.1
 Joint Filing Agreement
 
  
99.2
 Limited Power of Attorney of Lawrence J. Ellison for Filings with the Securities and Exchange Commission (incorporated by reference to Exhibit 99.2 to Schedule 13G with respect to Leapfrog Enterprises, Inc. filed by the Reporting Persons on February 14, 2006)

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EXHIBIT 99.1
JOINT FILING AGREEMENT
     The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: February 16, 2007
     
 
 Lawrence Investments, LLC  
 
    
 
 /s/ Philip B. Simon  
 
    
 
 Name: Philip B. Simon
Its: Member
  
 
    
 
 Cephalopod Corporation  
 
    
 
 /s/ Philip B. Simon  
 
    
 
 Name: Philip B. Simon
Its: President
  
 
    
 
 Mollusk Ventures, LLC
By: Cephalopod Corporation, Member
  
 
    
 
 /s/ Philip B. Simon  
 
    
 
 Name: Philip B. Simon
Its: President
  
 
    
 
 Lawrence J. Ellison  
 
    
 
 By: /s/ Philip B. Simon  
 
    
 
 by Philip B. Simon, his attorney in fact
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