-----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, UyBLj2F9r39DTP9uVPgcCFQkal01P7qOc5UHLNA0UM+urhDNo086ThGjXLQFkeB1 DsPjox6Q2EF7yruvPIdZAA== 0000950123-97-005060.txt : 19970617 0000950123-97-005060.hdr.sgml : 19970617 ACCESSION NUMBER: 0000950123-97-005060 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970616 SROS: NONE GROUP MEMBERS: HARCOURT GENERAL INC GROUP MEMBERS: NATIONAL EDUCATION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STECK VAUGHN PUBLISHING CORP CENTRAL INDEX KEY: 0000904081 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 330556929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45610 FILM NUMBER: 97624836 BUSINESS ADDRESS: STREET 1: 4515 SETON CENTER PKWY STREET 2: STE 300 CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 5123438227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARCOURT GENERAL INC CENTRAL INDEX KEY: 0000040493 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 041619609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 27 BOYLSTON ST / BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 BUSINESS PHONE: 6172328200 MAIL ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL CINEMA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MID WEST DRIVE IN THEATRES INC DATE OF NAME CHANGE: 19660907 SC 13D 1 STECK-VAUGHN PUBLISHING CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 STECK-VAUGHN PUBLISHING CORPORATION (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 63577110 (CUSIP Number) ERIC P. GELLER HARCOURT GENERAL, INC. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 27 BOYLSTON STREET CHESTNUT HILL, MASSACHUSETTS 02167 TELEPHONE: (617) 232-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 5, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ X ] (with respect to NEC). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 2 CUSIP No. 63577110 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Harcourt General, Inc. ("Parent" or "Harcourt"); Tax I.D. 04-1619609 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) N/A (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds WC - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. Sole Voting Power BENEFICIALLY 11,900,000 shares of Common Stock (held by National Education Corporation ("NEC"), a wholly-owned subsidiary of Parent) OWNED BY EACH ----------------------------------------------------------- 8. Shared Voting Power REPORTING PERSON -0- ----------------------------------------------------------- WITH 9. Sole Dispositive Power 11,900,000 shares of Common Stock (held by NEC) ----------------------------------------------------------- 10. Shared Dispositive Power -0- ----------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3 3 11,900,000 shares of Common Stock - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 82.1% (based on 14,498,948 shares outstanding at June 13, 1997, not including treasury shares or shares issuable upon exercise of options) - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- 4 4 CUSIP No. 63577110 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person National Education Corporation ("NEC"); Tax I.D. 95-2774428 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) N/A (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds N/A - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. Sole Voting Power BENEFICIALLY 11,900,000 shares of Common Stock OWNED BY EACH ----------------------------------------------------------- 8. Shared Voting Power REPORTING PERSON -0- ----------------------------------------------------------- WITH 9. Sole Dispositive Power 11,900,000 shares of Common Stock ----------------------------------------------------------- 10. Shared Dispositive Power -0- ----------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,900,000 shares of Common Stock - -------------------------------------------------------------------------------- 5 5 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 82.1% (based on 14,498,948 shares outstanding at June 13, 1997, not including treasury shares or shares issuable upon exercise of options) - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- 6 6 Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value (the "Common Stock"), of Steck-Vaughn Publishing Corporation, a Delaware corporation ("Steck-Vaughn"), which has its principal executive offices at 4515 Seton Center Parkway, Suite 300, Austin, Texas 78759. Item 2. Identity and Background. This statement is being filed by Harcourt General, Inc., a Delaware corporation ("Parent" or "Harcourt"), and National Education Corporation, a Delaware corporation ("NEC") and wholly-owned subsidiary of Parent ("NEC"). Parent and NEC have their principal executive offices at 27 Boylston Street, Chestnut Hill, Massachusetts 02167. Harcourt is a growth-oriented operating company with core businesses in publishing and specialty retailing. Harcourt also provides professional outplacement services to clients worldwide. NEC's operations include ICS Learning Systems, the largest provider of distance education in vocational, academic and professional studies; National Education Training Group, the leader in information technology interactive multimedia-based learning products; and approximately 82% ownership of Steck-Vaughn Publishing Corporation, one of the largest publishers of supplemental education materials. For information required by this Item 2 of Schedule 13D with respect to the executive officers and directors of Parent and NEC, reference is made to Attachment A to this Schedule 13D, which is incorporated herein by reference. None of Parent or NEC, or, to the best of Parent's and NEC's knowledge, any of the persons named on Attachment A attached hereto, has during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Harcourt's ownership of the Common Stock reported hereby did not arise as a result of the direct purchase of such Common Stock. On April 21, 1997, Harcourt, through a wholly-owned subsidiary, Nick Acquisition Corporation, a Delaware corporation ("Nick"), commenced a tender offer (the "Offer") to acquire all of the outstanding shares (the "Shares") of Common Stock of NEC. The initial per Share consideration offered was $19.50. On May 12, 1997, Harcourt and Nick entered into an Agreement and Plan of Merger with NEC (the "Merger Agreement") pursuant to which it agreed to increase the per Share consideration of the Offer to $21.00, and agreed to lend $30 million to NEC to pay a $30 million fee to Sylvan Learning Systems, Inc. 7 7 ("Sylvan") in connection with the termination of a previously entered into merger agreement between NEC and Sylvan. On June 4, 1997, the Offer terminated, and on June 5, 1997, Harcourt acquired approximately 34.4 million Shares representing approximately 95.6% of the issued and outstanding Shares. Harcourt promptly paid approximately $723.4 million for those Shares. On June 10, 1997, pursuant to the Merger Agreement, Nick was merged with and into NEC (the "Merger"), and the balance of the Shares not previously purchased in the Offer were converted into the right to receive $21.00 in cash. As a result of the consummation of the Offer and the Merger, NEC became a wholly-owned subsidiary of Harcourt, and Harcourt became the indirect beneficial owner of 11,900,000 shares of Common Stock, representing approximately 82% of the outstanding shares of Common Stock. In addition, pursuant to the Merger Agreement effective as of June 5, 1997, the Board of Directors of NEC was reconstituted effective as of June 5, 1997 so that individuals designated by Harcourt now comprise the entire Board of Directors of NEC. Harcourt used available cash and equivalents and short-term investments, as well as borrowings under its existing $400 million revolving credit facility (the "Credit Agreement"), to fund payments of approximately $850 million (including estimated fees and expenses) in connection with the transactions referenced in the immediately preceding paragraph. The Credit Agreement is dated as of December 16, 1994 among Harcourt, Morgan Guaranty Trust Company of New York, as documentation agent, The First National Bank of Boston, as administrative agent, The Bank of Nova Scotia and National Westminster Bank Plc, as co-agents, and a group of 13 lending parties thereto. Item 4. Purpose of Transaction. As described under Item 3 above, Harcourt acquired the Common Stock reported hereby indirectly upon the acquisition of all the outstanding shares of NEC common stock pursuant to the Offer and the Merger. 4(a), (b), (e): Prior to acquiring control of Steck-Vaughn, Harcourt entered into an agreement with Steck-Vaughn dated May 30, 1997 (the "Harcourt Agreement") pursuant to which Harcourt agreed that until June 4, 2000, it would not consummate any business combination (as defined in Section 203 of the Delaware General Corporation Law) with Steck-Vaughn unless and until (i) the proposed business combination has been submitted by Harcourt in writing to the Board of Directors of Steck-Vaughn, (ii) a committee of the Board of Directors of Steck-Vaughn comprised solely of disinterested directors (the "Committee") affirmatively recommends its approval of such business combination, finding that the terms thereof are fair to the shareholders of Steck-Vaughn other than NEC and Harcourt and (iii) the business combination is approved by a majority of the Steck-Vaughn Board of Directors, including a majority of the disinterested directors. 4(d): Pursuant to the Merger Agreement, and from time to time thereafter, NEC agreed to use its best efforts to cause persons designated by Harcourt to constitute the same percentage of the Board of Directors of Steck-Vaughn and each committee thereof as is on the Board of Directors of NEC. Harcourt designees currently comprise the entire Board of Directors of NEC. 8 8 Pursuant to the Harcourt Agreement, Harcourt has the right, subject to complying with applicable requirements of the Securities and Exchange Commission, to cause Steck-Vaughn to cause a number of designees of Harcourt to be elected to the Board of Directors of Steck-Vaughn such that the Harcourt designees will constitute a majority of the entire Board of Directors of Steck-Vaughn; and prior to such time, to cause a number of designees of Harcourt to be elected such that they will constitute half of the entire Board of Directors of Steck-Vaughn. As of the date hereof, Harcourt has not exercised such rights. In order to effectuate the provisions of the Harcourt Agreement, until June 4, 2000, Harcourt will cause Steck-Vaughn's Board to at all times have at least three Disinterested Directors and, subject to their willingness to serve, has invited the following outside directors (Messrs. Jaffe, Justiz, Klein and Lind) to serve initially as Disinterested Directors and, if a Committee is formed, as long as such individuals remain Disinterested Directors, to constitute a majority of the members of such Committee. For purposes of the Harcourt Agreement, the term "Disinterested Director" means a member of the Board of Directors of Steck-Vaughn who is not an officer, director, employee or affiliate of Harcourt, NEC (after the Merger) or their respective affiliates, who does not have a direct or indirect material financial interest in Harcourt, NEC, or its affiliates, and who would be deemed to be an outside director qualified to serve on the audit committee of Steck-Vaughn under the rules of New York Stock Exchange. Harcourt currently intends, subject to the requirements of the Harcourt Agreement, to seek to have NEC or a wholly-owned subsidiary of NEC consummate a merger or similar business combination with Steck-Vaughn. There can be no assurance that such business combination will be completed. If for any reason such business combination is not consummated, Harcourt and NEC reserve the right, subject to the provisions of the Harcourt Agreement, to acquire additional shares of Common Stock through private purchases, market transactions, tender or exchange offers or otherwise. Except as set forth above or in any other item hereof, Parent does not have any present plans or proposals that would relate to or result in any of the actions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of June 4, 1997, Parent became the indirect beneficial owner of 11,900,000 shares of Common Stock owned by NEC and, as a result, Parent is the beneficial owner of approximately 82% of the outstanding Common Stock (based on the number of shares outstanding on June 13, 1997, not including treasury shares or shares issuable upon exercise of options). Except as set forth herein, none of Parent or NEC or, to the best of their knowledge, any of the persons named on Attachment A attached hereto, beneficially owns any Common Stock. (b) Parent has the sole power to vote all of the Common Stock it beneficially owns indirectly through NEC. (c) Except as set forth herein, no transactions were effected in the Common Stock during the past sixty (60) days by Parent or NEC nor, to the best of their knowledge, any person listed in Attachment A attached hereto that would require disclosure pursuant to Item 5(c). 9 9 (d) None of Parent or NEC or, to the best of their knowledge, any of the persons named on Attachment A attached hereto, knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by Parent or other than wholly-owned subsidiaries of Parent. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information provided under Items 3 and 4 is incorporated herein by reference. There are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons or any person with respect to any securities of Steck-Vaughn except as referred to or described in this Schedule 13D. Item 7. Material to be Filed as Exhibits. Exhibit 2.1 Agreement and Plan of Merger among Harcourt General, Inc., Nick Acquisition Corporation and National Education Corporation, dated as of May 12, 1997, incorporated herein by reference to Exhibit 11(c)(1) to Amendment No. 3 to Schedule 14D-1 of Harcourt General, Inc., dated May 14, 1997. Exhibit 2.2 Credit Agreement dated as of December 16, 1994 among Harcourt, the banks listed therein, Morgan Guaranty Trust Company of New York, as documentation agent, The First National Bank of Boston, as administrative agent, The Bank of Nova Scotia and National Westminster Bank Plc., as co-agents, incorporated herein by reference to Exhibit 11(b) to Schedule 14D-1 of Harcourt General, Inc., dated April 21, 1997. Exhibit 99.1 Agreement dated May 30, 1997 between Harcourt General, Inc. and Steck-Vaughn Publishing Corporation, incorporated herein by reference to Exhibit 11(a)(21) to Amendment No. 5 to Schedule 14D-1 of Harcourt General, Inc., dated June 5, 1997. Exhibit 99.2 Joint Filing Agreement dated June 16, 1997 between Harcourt General, Inc. and National Education Corporation. 10 10 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: June 16, 1997 HARCOURT GENERAL, INC. By: /s/ PAUL F. GIBBONS ------------------------------------ Paul F. Gibbons Vice President and Treasurer NATIONAL EDUCATION CORPORATION By: /s/ PAUL F. GIBBONS ------------------------------------ Paul F. Gibbons Vice President and Treasurer 11 Attachment A Executive Officers and Directors of Harcourt General, Inc. The names and titles of the executive officers and the names of the directors of Harcourt and their business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of Harcourt. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Harcourt and each individual is a United States citizen.
Executive Officers Position; Present Principal Occupation - ------------------ -------------------------------------- Richard A. Smith Chairman and Chief Executive Officer Brian J. Knez President and Co-Chief Operating Officer Robert A. Smith President and Co-Chief Operating Officer John R. Cook Senior Vice President and Chief Financial Officer Eric P. Geller Senior Vice President, General Counsel and Secretary Peter Farwell Vice President -- Corporate Relations Paul F. Gibbons Vice President and Treasurer Gerald T. Hughes Vice President -- Human Resources Michael F. Panutich Vice President -- General Auditor Stephen C. Richards Vice President and Controller
Directors Position; Present Principal Occupation - --------- -------------------------------------- William F. Connell Chairman and Chief Executive Officer of Connell Limited Partnership Connell Limited Partnership One International Place Boston, MA 02110 Gary L. Countryman Chairman and Chief Executive Officer of Liberty Mutual Insurance Co. Liberty Mutual Insurance Company and 175 Berkeley Street Liberty Mutual Fire Insurance Company Boston, MA 02117 Jack M. Greenberg Chairman of McDonald's USA McDonald's USA Kroc Drive Oak Brook, IL 60521
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Directors Position; Present Principal Occupation - --------- -------------------------------------- Brian J. Knez Listed above Jeffrey R. Lurie Owner and Chief Executive Officer, Philadelphia Eagles Philadelphia Eagles, Inc., a National 3501 South Broad Street Football League Franchise Philadelphia, PA 19148 Lynn Morley Martin Davee Chair, J.L. Kellogg School of Deloitte & Touche Management, Northwestern University 2 Prudential Plaza 180 North Stetson Chicago, IL 60601 Maurice Segall Senior Lecturer, Massachusetts Institute MIT-Sloan School of of Technology Management - E52 - 504 50 Memorial Drive Cambridge, MA 02142 Richard A. Smith Listed above Robert A. Smith Listed above Paula Stern President of The Stern Group, Inc., an The Stern Group, Inc. economic analysis and trade advisory firm 3314 Ross Place, N.W. Washington, DC 20008 Hugo Uyterhoeven Timken Professor of Business Harvard Business School Administration, Graduate School of Morgan Hall 479 Business Administration, Harvard Soldiers Field Road University Boston, MA 02163 Clifton R. Wharton, Jr. Retired Chairman and Chief Executive TIAA/CREF Officer of Teachers Insurance and Annuity 730 Third Avenue Association - College Retirement Equities New York, NY 10017 Fund
Executive Officers and Directors of National Education Corporation The names and titles of the executive officers and the names of the directors of NEC and their business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of Harcourt. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to NEC and each individual is a United States citizen. Executive Officers Position; Present Principal Occupation - ------------------ -------------------------------------- Brian J. Knez President and Chief Executive Officer Richard A. Smith Vice President Robert A. Smith Vice President John R. Cook Vice President Eric P. Geller Vice President and Secretary Michael Banks Vice President Kathleen Bursley Vice President and Assistant Secretary
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Executive Officers Position; Present Principal Occupation - ------------------ -------------------------------------- John R. Dilworth Vice President Paul F. Gibbons Vice President and Treasurer James P. Levy Vice President George W. Nelson Vice President Stephen C. Richards Vice President and Controller Robert R. Simons Vice President Ernest H. Urquhart Vice President Philip C. Maynard Vice President and Assistant Secretary
Directors Position; Present Principal Occupation - --------- -------------------------------------- Brian J. Knez Listed above Richard A. Smith Listed Above Robert A. Smith Listed Above ================================================================================
A-3 14 Exhibit Index Exhibit 2.1 Agreement and Plan of Merger among Harcourt General, Inc., Nick Acquisition Corporation and National Education Corporation, dated as of May 12, 1997, incorporated herein by reference to Exhibit 11(c)(1) to Amendment No. 3 to Schedule 14D-1 of Harcourt General, Inc., dated May 14, 1997. Exhibit 2.2 Credit Agreement dated as of December 16, 1994 among Harcourt, the banks listed therein, Morgan Guaranty Trust Company of New York, as documentation agent, The First National Bank of Boston, as administrative agent, The Bank of Nova Scotia and National Westminster Bank Plc., as co-agents, incorporated herein by reference to Exhibit 11(b) to Schedule 14D-1 of Harcourt General, Inc., dated April 21, 1997. Exhibit 99.1 Agreement dated May 30, 1997 between Harcourt General, Inc. and Steck-Vaughn Publishing Corporation, incorporated herein by reference to Exhibit 11(a)(21) to Amendment No. 5 to Schedule 14D-1 of Harcourt General, Inc., dated June 5, 1997. Exhibit 99.2 Joint Filing Agreement dated June 16, 1997 between Harcourt General, Inc. and National Education Corporation. EX-99.2 2 JOINT FILING AGREEMENT 1 Exhibit 99.2 Joint Filing Agreement The undersigned each hereby agree that the Schedule 13D dated June 16, 1997 of Harcourt General, Inc. and National Education Corporation relating to the Common Stock of Steck-Vaughn Publishing Corporation, a Delaware corporation, and each subsequent amendment to each such filing is to be filed jointly on behalf of each of them pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. Dated: June 16, 1997 HARCOURT GENERAL, INC. By: /s/ PAUL F. GIBBONS ------------------------------------ Paul F. Gibbons Vice President and Treasurer NATIONAL EDUCATION CORPORATION By: /s/ PAUL F. GIBBONS ------------------------------------ Paul F. Gibbons Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----