-----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, TJ9ukJ6DPGSKgK2eMs0DkxXYz8zDitmUk4RSxZsu27ihoMp+f/4J5d4o2oN4eMs7 HIh4LH0K5ryNo5hvTC9p6Q== 0000950123-97-005740.txt : 19970711 0000950123-97-005740.hdr.sgml : 19970711 ACCESSION NUMBER: 0000950123-97-005740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970710 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45610 FILM NUMBER: 97638932 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/A 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/A 1 AMENDMENT TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) JULY 1, 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 [ ]. *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 This Amendment No. 2 amends and supplements the Statement on Schedule 13D filed on June 16, 1997, as amended and supplemented by Amendment No. 1 to the Statement on Schedule 13D, filed June 30, 1997 (as amended and supplemented, the "Schedule 13D") for the events which occurred on June 5, 1997, and June 23, 1997, respectively, and is being filed by Harcourt General, Inc., a Delaware corporation ("Parent" or "Harcourt"), and National Education Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("NEC"), to report the event which occurred on July 1, 1997 relating to the outstanding Common Stock, $.01 par value (the "Common Stock"), of Steck-Vaughn Publishing Corporation, a Delaware corporation ("Steck-Vaughn"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended and supplemented as follows: Pursuant to an Agreement (the "Fair Value Agreement") entered into on July 1, 1997 among Harcourt, Steck-Vaughn and the Independent Directors, Harcourt agreed that it would not attempt to effectuate any transaction contemplated by the Harcourt Agreement pursuant to which Harcourt would acquire any Common Stock of Steck-Vaughn not now owned by it at a price less than the fair value, as determined in accordance with Section 262 of the Delaware General Corporation Law, as of May 30, 1997. In connection with the Fair Value Agreement, certain executive officers of Harcourt were elected to positions as executive officers of Steck-Vaughn. The Fair Value Agreement is filed as Exhibit 99.4 hereto and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 99.4 Agreement entered into July 1, 1997, among Harcourt, Steck-Vaughn and the Independent Directors. 3 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: July 10, 1997 HARCOURT GENERAL, INC. By: /s/ ERIC P. GELLER ------------------------------------ Eric P. Geller Senior Vice President, General Counsel and Secretary NATIONAL EDUCATION CORPORATION By: /s/ ERIC P. GELLER ------------------------------------ Eric P. Geller Vice President and Secretary 4 Exhibit Index Exhibit 99.4 Agreement entered into July 1, 1997, among Harcourt, Steck-Vaughn and the Independent Directors. EX-99.4 2 AGREEMENT ENTERED JULY 1, 1997 1 Exhibit 99.4 WHEREAS, Harcourt General, Inc. ("HGI") has acquired the 83% of Steck-Vaughn Publishing Company ("SVPC") previously owned by National Education Corporation ("NEC"); WHEREAS, HGI intends, consistent with the May 30, 1997 agreement with SVPC, to effectuate a merger to cash out the holders of shares of common stock of SVPC not held by HGI and to that effect has delivered to the Independent Committee of Disinterested Directors of the Board of SVPC ("Independent Committee") a merger proposal to acquire such shares at $14.00 per share; WHEREAS, the Independent Committee expects diligently to examine the merger proposal and to respond promptly consistent with the fiduciary duties of its members; WHEREAS, pending that merger, HGI wishes to have its senior executives promptly elected to replace the current senior executives of SVPC in order to begin implementing its business plans for SVPC; WHEREAS, the directors of SVPC other than those who are HGI affiliates, acting for the benefit of the SVPC shareholders other than HGI, are willing to elect the HGI officers to the SVPC positions upon receipt of certain assurances to protect the interest of the holders of the shares of SVPC not currently owned by HGI or its affiliates; WHEREAS HGI has assured those SVPC directors that it is willing to assume the risk of a diminution in value that might be attributable to the decisions of its officers; NOW THEREFORE, BASED UPON THE FOREGOING, IT IS AGREED AMONG HGI, SVPC, AND THE DIRECTORS OF SVPC WHO ARE UNAFFILIATED WITH HGI, ACTING SOLELY FOR THE BENEFIT OF THE SHAREHOLDERS OF SVPC OTHER THAN HGI, AS FOLLOWS: 1. HGI agrees: a. that it will not attempt to effectuate any transaction(s) contemplated by the May 30, 1997 agreement with SVPC pursuant to which it would acquire any SVPC shares not now owned by it at a price less than the fair value (as defined below) of SVPC shares as of May 30, 1997; and b. that the Special Committee of SVPC created pursuant to the agreement of May 30, 1997 between HGI and SVPC may use May 31, 1997 as the date as of which to determine the minimum fair market value of the minority interest in SVPC, and 2 c. that if, after the Independent Committee of SVPC approves as fair a merger transaction involving an affiliate of HGI, any shareholder(s) ultimately pursue appraisal rights after its consummation, HGI will not contest an assertion in the appraisal proceeding that the fair value (as defined below) of SVPC should not be less than it was as of May 30, 1997; and c. "Fair value" as used herein shall be identical to that term as used in 8 Del. C. Sec. 262(h). 2. In consideration of the foregoing agreements, the directors of SVPC not affiliated with HGI agree promptly to accept the resignation of all current officers of SVPC, and to vote to elect the following to replace the current officers of SVPC: Richard A. Smith Chairman of the Board and Chief Executive Officer Brian J. Knez President John R. Cook Senior Vice President & Chief Financial Officer Eric P. Geller Senior Vice President, General Counsel and Secretary James P. Levy Vice President and Chief Operating Officer Peter Farwell Vice President - Corporate Relations Paul F. Gibbons Vice President and Treasurer Gerald T. Hughes Vice President - Human Resources Michael Panutich Vice President - General Auditor Stephen C. Richards Vice President and Controller Robert A. Licht Assistant Secretary Phillip C. Maynard Assistant Secretary Robert R. Holmen Assistant Secretary
/s/ Eric Geller Unaffiliated Directors of Steck - --------------------------- Vaughn Publishing Company For Harcourt General, Inc. Senior Vice President, General Counsel and Secretary /s/ Eric Geller /s/ Leonard W. Jaffe - --------------------------- ------------------------------------ For Steck Vaughn Publishing Company Senior Vice President, General Counsel and Secretary /s/ Manuel J. Justiz ------------------------------------ Manuel J. Justiz /s/ N. Colin Lind ------------------------------------ N. Colin Lind /s/ Michael R. Klein ------------------------------------ Michael R. Klein -----END PRIVACY-ENHANCED MESSAGE-----