-----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, QGazgenxlJHxxR30PNd0naPR/P82I+jI/mloGN/wTpUJKyp0KUnJWh5BXNF19xpU 7IBqW058p7Uaz6hELBnH3Q== 0000950123-97-004698.txt : 19970530 0000950123-97-004698.hdr.sgml : 19970530 ACCESSION NUMBER: 0000950123-97-004698 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970529 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: 97615522 BUSINESS ADDRESS: STREET 1: 2601 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 714-474-9400 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. 4 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 4 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. 4 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on April 21, 1997 (as amended and supplemented, 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 an amended purchase price of $21.00 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 as amended and supplemented on May 14, 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 is amended and supplemented as follows: On May 28, 1997, the Parent issued a press release announcing that it has extended the period during which the Offer will remain open to 5:00 P.M., New York City time on Wednesday, June 4, 1997. Accordingly, the Expiration Date shall be 5:00 P.M. on Wednesday June 4, 1997 unless the Offer is further extended. The full text of the press release is set forth in Exhibit 11(a) (19) hereto and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Items 10(b) and 10(f) are hereby amended and supplemented as follows: The information provided in this Amendment No. 4 under Item S is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(19) Press Release issued by the Parent on May 28, 1997. 2 3 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 28, 1997 4 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- -------------------------------------------------------------------------- ---- 11(a)(19) Press Release issued by the Parent on May 28, 1997........................ 250
EX-99.11.A.19 2 PRESS RELEASE 1 Exhibit 11(a)(19) HARCOURT GENERAL Harcourt General, Inc. 27 Boylston Street, Chestnut Hill, MA 02167 Tel (617) 232 8280 Contact: News Release Peter Farwell George Sard/Ana Cordasco Harcourt General Sard Verbinnen & Co (617) 232-8200 (212) 687-8080 FOR IMMEDIATE RELEASE HARCOURT GENERAL EXTENDS NEC TENDER OFFER THROUGH JUNE 4, 1997 CHESTNUT HILL, MA, May 28, 1997 -- Harcourt General, Inc. (NYSE:H) announced today that it has extended its $21 per share cash tender offer for all shares of common stock of National Education Corporation (NYSE:NEC) until 5:00 p.m., Eastern Daylight Savings time, on Wednesday, June 4, 1997 unless the offer is further extended. The offer was originally scheduled to expire on May 27, 1997. As of the close of business on May 27, 1997, approximately 30.4 million shares, equal to approximately 84.2% of NEC's outstanding common stock, had been validly tendered in connection with the offer. The offer is being extended to allow additional time for stockholders of NEC to tender their shares. Harcourt General, Inc. is a growth-oriented operating company with core businesses in publishing and specialty retailing. The Company also provides professional outplacement services to clients worldwide. National Education Corporation's 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 multimedia-based learning products; and 83% ownership of Steck-Vaughn Publising Corporation, one of the largest publishers of supplemental education materials. -----END PRIVACY-ENHANCED MESSAGE-----