-----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, A6Iz/FyqNzg6Nx7+GPOVM2gb0Ab0hSEcPzuOEEBuXEuqCIlZTJ7u2nHnyfphWFZG mMpj3G0NhZ/F/jIod1Qdlg== 0000950123-97-004230.txt : 19970514 0000950123-97-004230.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950123-97-004230 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970513 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: 97602899 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. 2 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 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) 232-8200 (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. 2 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 May 12, 1997, following negotiations between representatives of the Company and the Parent, the Company, the Purchaser and the Parent executed an Agreement and Plan of Merger dated as of May 12, 1997 (the "Merger Agreement"). On May 13, 1997, the Company and the Parent issued a joint press release announcing execution of the Merger Agreement. A copy of such press release is set forth as Exhibit (a)(11) and is 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 provided in this Amendment No. 2 under Item 3 is hereby incorporated by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Amendment No. 2 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)(11) Joint Press Release issued by the Parent and the Company on May 13, 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 Counsel and Secretary NICK ACQUISITION CORPORATION By: /s/ ERIC P. GELLER --------------------------------------- Name: Eric P. Geller Title: Vice President and Secretary Date: May 13, 1997 5 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- -------------------------------------------------------------------------- ---- 11(a)(11) Joint Press Release issued by the Parent and the Company on May 13, 1997......................................................................
EX-99.11.A.11 2 JOINT PRESS RELEASE 1 Peter Farwell George Sard/Ana Cordasco Connie McCluskey Harcourt General Sard Verbinnen & Co. National Education Corp. (617) 232-8200 (212)687-8080 (714) 474-9483
FOR IMMEDIATE RELEASE HARCOURT GENERAL SIGNS DEFINITIVE AGREEMENT TO ACQUIRE NATIONAL EDUCATION CORPORATION FOR $21.00 PER SHARE IN CASH CHESTNUT HILL, MA, and IRVINE, CA, May 12 1997 -- Harcourt General, Inc. (NYSE:H) and National Education Corporation (NYSE: NEC) today announced a definitive merger agreement for Harcourt General to acquire NEC for $21.00 per share in cash. Both Boards of Directors have approved the transaction, valued at approximately $800 million. "We are delighted to be moving ahead on a friendly basis on this outstanding strategic combination," said Richard A. Smith, Chairman and Chief Executive Officer of Harcourt General. "NEC's diverse mix of educational products and services and distribution channels fit extremely well with our existing publishing businesses and will help accelerate our long-term growth in the dynamic market for broad-based educational services." "We believe this transaction is in the best interests of NEC shareholders," said Sam Yau, President and Chief Executive Officer of NEC. "In addition, we believe that our customers and employees will benefit from Harcourt General's investment and commitment to being a major player in educational services." Sylvan Learning Systems, Inc. (NASDAQ: SLVN) has agreed to terminate its previous merger agreement with NEC and will receive a payment of $30 million pursuant to that agreement. Harcourt General's pending tender offer, which is not subject to financing, is being amended to increase the offer to $21.00 per NEC share and to extend the expiration date to 12:00 midnight on May 27, 1997. The Company also announced that the Hart-Scott-Rodino antitrust waiting period for the tender offer has expired. Consummation of the merger is subject to customary terms and conditions. Harcourt General, Inc. is a growth oriented operating company with core businesses in publishing and specialty retailing. Its revenues in fiscal 1996 were $3.29 billion. National Education Corporation had revenues of $288.8 million in 1996. Its operations include ICS Learning Systems, the largest provider of distance education in vocational, academic and professional studies; National Education Training Group (NETG), the leader in Information Technology interactive media-based learning products; and 83% ownership of Steck-Vaughn Publishing Corporation, one of the largest publishers of supplemental education materials. -----END PRIVACY-ENHANCED MESSAGE-----