-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K9W0PgpgOO9GQfgMP7K70Bf4d50Bkp7lsMbufTMDRVAVe5L7wWrL23QuFi0tqXea iTiLxVlfR0cTlU6YRZ+sJQ== 0000892569-97-001179.txt : 19970501 0000892569-97-001179.hdr.sgml : 19970501 ACCESSION NUMBER: 0000892569-97-001179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970416 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970430 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL EDUCATION CORP CENTRAL INDEX KEY: 0000277821 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 952774428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-05552 FILM NUMBER: 97591133 BUSINESS ADDRESS: STREET 1: 2601 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 714-474-94 MAIL ADDRESS: STREET 1: 18400 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92715 8-K 1 CURRENT REPORT AS REPORTED ON 04/16/1997 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 1997 NATIONAL EDUCATION CORPORATION ---------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-6981 95-2774428 -------- ------ ---------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 2601 Main Street, Suite 700, Irvine, California 92614 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (714) 474-9400 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 3 Exhibit Index appears on Page 2 2 Item 5. Other Events. Attached hereto as Exhibit 99.1 is a copy of a News Release issued on behalf of the Registrant commenting on Harcourt General, Inc.'s announcement that it intends to commence a cash tender offer for all of the common stock of the Registrant at $19.50 per share. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibit is attached to this Current Report on Form 8-K: Sequential Exhibit No. Description Page Start ----------- ----------- ---------- 99.1 News Release 3 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. NATIONAL EDUCATION CORPORATION (Registrant) Date: April 24, 1997 By: /s/ Philip C. Maynard --------------------------------- Philip C. Maynard, Vice President Page 2 of 3 EX-99.1 2 NEWS RELEASE 1 Exhibit 99.1 National Education Corporation News 2601 MAIN STREET IRVINE, CALIFORNIA 92614-6220 TELEPHONE 714/474-9400 FAX 714/474-9495 Contact: Connie McCluskey Director-Investor Relations 714-474-9483 NATIONAL EDUCATION COMMENTS ON HARCOURT GENERAL PROPOSAL TO COMMENCE TENDER OFFER Irvine, Calif., April 16, 1997 -- National Education Corporation (NYSE:NEC) said today it had received an unsolicited letter from Harcourt General, Inc. (NYSE:H) indicating its intention to commence a cash tender offer for all of the common stock of National Education at $19.50 per share. The board of directors of National Education will meet in due course to evaluate the Harcourt General proposal and will advise shareholders as to its conclusion. If Harcourt General commences an offer, it will remain open for twenty business days, and accordingly, there is no need for any National Education shareholders to take any action at this time. National Education Corporation generated revenue of $288.8 million in 1996. Its operations include ICS Learning Systems, the world's largest and most established provider of distance education in vocational, academic and professional studies; National Education Training Group (NETG), the global leader in Information Technology interactive media-based learning products; and an 83 percent ownership of Steck-Vaughn Publishing Corporation (NASDAQ: STEK), one of the country's largest publishers of supplemental education materials which addresses instructional needs from childhood through adulthood. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----