-----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, WQEWgVQVJL5EiMpyo1hsNm7UVA/bD5Dqr/uix7sWSCRyhlvMNaMy+Jmg6TsOcdhZ CIy8dQIQUReJ5K7/dhbhxQ== 0000950148-97-001346.txt : 19970514 0000950148-97-001346.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950148-97-001346 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970513 SROS: NYSE SROS: PSE 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32461 FILM NUMBER: 97602813 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: 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 14D9/A 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 SC 14D9/A 1 SCHEDULE 14D-9, AMENDMENT #1 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- AMENDMENT NO. 1 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------- NATIONAL EDUCATION CORPORATION (Name of Subject Company) NATIONAL EDUCATION CORPORATION (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 63577110 (CUSIP Number of Class of Securities) -------------- PHILIP C. MAYNARD, ESQ. NATIONAL EDUCATION CORPORATION 2601 MAIN STREET IRVINE, CALIFORNIA 92614 (714) 474-9400 (Name and address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) with a copy to: ALVIN G. SEGEL, ESQ. IRELL & MANELLA LLP 1800 AVENUE OF THE STARS, SUITE 900 LOS ANGELES, CALIFORNIA 90067-4276 (310) 277-1010 =============================================================================== 2 This Statement, which is being filed by National Education Corporation, a Delaware corporation (the "Company"), constitutes Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 ("Schedule 14D-9"), filed with the Securities and Exchange Commission (the "Commission") on May 2, 1997, with respect to the tender offer by Harcourt General, Inc., a Delaware corporation ("Harcourt"), and Nick Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Harcourt, to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of the Company, at $19.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 21, 1997. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-9. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 14D-9. ITEM 3. IDENTITY AND BACKGROUND. Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented as follows: On May 12, 1997, following negotiations between the Company and Harcourt, the Company and Harcourt executed an Agreement and Plan of Merger (the "Merger Agreement"). On May 13, 1997, the Company and Harcourt issued a joint press release announcing execution of the Merger Agreement. A copy of such press release is set forth as Exhibit (a)(3) and incorporated herein by reference. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. Item 7(a) of the Schedule 14D-9 is hereby amended and supplemented to incorporate by reference the amendment to Item 3(b) set forth in this Statement. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Sequentially Exhibit Numbered Number Description Page - -------- ----------- ---- Exhibit (a)(1) Press Release, dated May 1, 1997, issued by National Education Corporation * Exhibit (a)(2) President's Letter to the Stockholders, dated May 2, 1997 * Exhibit (a)(3) Joint Press Release, dated May 13, 1997, issued by National Education Corporation and Harcourt General, Inc. __ Exhibit (c)(1) 1986 Stock Option and Incentive Plan, as amended * Exhibit (c)(2) Amended and Restated 1990 Stock Option and Incentive Plan * Exhibit (c)(3) Amended and Restated 1991 Directors' Stock Option and Award Plan * Exhibit (c)(4) National Education Corporation Supplemental Executive Retirement Plan, as amended * Exhibit (c)(5) Supplemental Benefit Plan for Non-Employee Directors *
2 3 Exhibit (c)(6) Executive Employment Agreement between National Education Corporation and Sam Yau *
- --------------------------- * Previously filed as an exhibit to, or incorporated by reference to a previously filed document in, the Schedule 14D-9 3 4 SIGNATURE 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: May 13, 1997 NATIONAL EDUCATION CORPORATION By: /s/ PHILIP C. MAYNARD --------------------------------- Name: Philip C. Maynard Title: Vice President, Secretary and General Counsel EX-99.(A).(3) 2 EXHIBIT 99.(A).(3) 1 EXHIBIT 99(A)(3) 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 13, 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-----