-----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, EfcyorloFrg5JaVIBl40Jxx7gkN5BEmPq3GdP29lvEi+loEIiQv+FKWNxoIkhvVu qiV1aldMlMvxe1/JrJgE+g== 0000950123-97-003810.txt : 19970505 0000950123-97-003810.hdr.sgml : 19970505 ACCESSION NUMBER: 0000950123-97-003810 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970502 SROS: NONE GROUP MEMBERS: HARCOURT GENERAL, INC. GROUP MEMBERS: NICK ACQUISITION CORP SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32461 FILM NUMBER: 97594107 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NICK ACQUISITION CORP CENTRAL INDEX KEY: 0001037989 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O HARCOURT GENERAL INC STREET 2: 27 BOYLSTON ST CITY: CHESTNUT HILL STATE: MA ZIP: 02167 BUSINESS PHONE: 6172328200 MAIL ADDRESS: STREET 1: C/O HARCOURT GENERAL INC STREET 2: 27 BOYLSTON ST CITY: CHESTNUT HILL STATE: MA ZIP: 02167 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ NATIONAL EDUCATION CORPORATION (NAME OF SUBJECT COMPANY) NICK ACQUISITION CORPORATION HARCOURT GENERAL, INC. (BIDDER) ------------------------ COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 63577110 (CUSIP NUMBER OF CLASS OF SECURITIES) ERIC P. GELLER SENIOR VICE PRESIDENT AND GENERAL COUNSEL 27 BOYLSTON STREET CHESTNUT HILL, MASSACHUSETTS 02167 TELEPHONE: (617) 232-6200 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) ------------------------ Copy to: ROBERT L. FRIEDMAN, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 ================================================================================ 2 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on April 21, 1997 (as amended, the "Schedule 14D-1") relating to the offer by Nick Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Harcourt General, Inc., a Delaware corporation (the "Parent" or "Harcourt"), to purchase all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of National Education Corporation, a Delaware corporation (the "Company"), at a purchase price of $19.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 21, 1997 (the "Offer to Purchase") and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as follows: On April 25, 1997, Richard A. Smith, Chairman and Chief Executive Officer of Harcourt, Robert A. Smith, President and Co-Chief Executive Officer of Harcourt, John R. Cook, Senior Vice President and Chief Financial Officer of Harcourt, and Robert L. Friedman of Simpson Thacher & Bartlett, counsel to Harcourt, met with Richard C. Blum and Frederic V. Malek, members of the Board of Directors of the Company, to explore the possibility of a negotiated acquisition transaction between Harcourt and the Company. Although Mr. Richard Smith indicated a possible willingness to increase Harcourt's pending offer from $19.50 to $20.25 per Share in order to secure a negotiated transaction, Messrs. Blum and Malek indicated their doubt that the Board of Directors of the Company would endorse a revised Harcourt offer at $20.25 per Share. On the evening of April 29, 1997, Messrs. Richard Smith and Blum discussed further on a telephone conversation the possibility of a negotiated acquisition transaction between Harcourt and the Company at a price of, but in no event more than, $21 per Share subject to confirmatory due diligence by Harcourt. On April 30, 1997, several telephone conversations occurred between representatives of Harcourt and its legal advisors and representatives of the Company and its legal advisors relating to a possible negotiated acquisition transaction between Harcourt and the Company at a price of, but in no event more than, $21 per Share, subject to confirmatory due diligence by Harcourt to be completed during the following week. On May 1, 1997, following a meeting of the Company's Board of Directors at which the Board agreed to permit Harcourt to conduct confirmatory due diligence during the next week, Harcourt and the Company entered into a confidentiality agreement. On May 1, 1997, Harcourt issued a press release, the full text of which is set forth in Exhibit 11(a)(10) and incorporated herein by reference. 2 3 ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: The information in this Amendment No. 1 under Item 3 is hereby incorporated by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(10) Press Release issued by the Parent on May 1, 1997. 3 4 SIGNATURE After due 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. HARCOURT GENERAL, INC. By: /s/ ERIC P. GELLER --------------------------------------- Name: Eric P. Geller Title: Senior Vice President, General NICK ACQUISITION CORPORATION By: /s/ ERIC P. GELLER --------------------------------------- Name: Eric P. Geller Title: Vice President and Secretary Date: May 1, 1997 5 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- -------------------------------------------------------------------------- ---- 11(a)(10) Press Release issued by the Parent on May 1,1997..........................
EX-99.11.A.10 2 PRESS RELEASE 1 EXHIBIT 11(A)(10) H A R C O U R T G E N E R A L HARCOURT GENERAL, INC. 27 BOYLSCON STREET, CHESTNUT HILL, MA 02167 TEL 617 232 8200 Contact Peter Farwell News Release Vice President George Sard or Anna Cordasco Corporate Relations Sard Verbinnen & Co. (617) 232-8200 (212) 687-8080 FOR IMMEDIATE RELEASE HARCOURT GENERAL IN NEGOTIATIONS WITH NATIONAL EDUCATION CORPORATION CHESTNUT HILL, MA, May 1, 1997 -- Harcourt General, Inc. (NYSE:H) announced today that it was engaged in negotiations with National Education Corporation (NYSE:NEC) concerning an acquisition transaction based on a per share price of, but in no event more than, $21.00. Pursuant to the contemplated transaction, Harcourt General would increase its present offer to purchase all NEC shares to $21.00 per share. This transaction is subject to confirmatory due diligence by Harcourt General to be completed during the next week. The NEC Board has agreed to permit Harcourt General to conduct this due diligence pursuant to a standard confidentiality agreement. Harcourt General said that there can be no assurance that such discussions will lead to an acceptable transaction or that any such transaction will be approved by the board of directors of Harcourt General or NEC. If these negotiations are not successful, Harcourt General will continue its offer to purchase all NEC shares at $19.50 per share. Harcourt General, Inc. is a growth-oriented operating company with core businesses in publishing and specialty retailing. -----END PRIVACY-ENHANCED MESSAGE-----