-----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, IyLidLB68F2kHD9oayzPdLn4uVd1sriuFEFCL9JLbUR/IIR8vCuaZx7AoVbGywp0 WLPu5eoTfam5XpcivWxD2w== 0000950123-97-006088.txt : 19970723 0000950123-97-006088.hdr.sgml : 19970723 ACCESSION NUMBER: 0000950123-97-006088 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970722 SROS: NONE FILER: 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-04925 FILM NUMBER: 97643895 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 8-A12B 1 FORM 8-A 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HARCOURT GENERAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-1619609 (State of incorporation or organization) (I.R.S. Employer Identification No.) 27 BOYLSTON STREET, CHESTNUT HILL, MASSACHUSETTS 02167 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be registered each class is to be registered 6 1/2% CONVERTIBLE SUBORDINATED NEW YORK STOCK EXCHANGE DEBENTURES DUE 2011 If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon filing securities and is to become pursuant to General effective simultaneously with the Instruction A.(c)(1), please check effectiveness of a concurrent the following box. [x] registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: NONE ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Convertible Subordinated Debentures is incorporated herein by reference to information included under the caption "Description of Debentures" on pages 20-23 of the prospectus which is a part of Amendment No. 1 to the Registration Statement (No. 33-5552) of National Education Corporation ("NEC"), a Delaware corporation and wholly-owned subsidiary of the Registrant, on Form S-3 filed with the Securities and Exchange Commission on May 16, 1986, which description is amended and supplemented by reference to the information described below and contained in Exhibits 2 through 4 hereto. On July 21, 1997, the Registrant entered into the First Supplemental Indenture (the "First Supplemental Indenture") among NEC, the Registrant and IBJ Schroder Bank & Trust Company (the "Trustee"), pursuant to which the 2 Registrant shall unconditionally assume all of the obligations of NEC under the Indenture dated as of May 15, 1986 (the "Indenture"), between NEC and the Trustee (as successor trustee pursuant to a Tripartite Agreement dated as of June 1, 1990 (the "Tripartite Agreement") among NEC, the Trustee and Continental Bank, National Association, as resigning trustee) upon and after the declaration of effectiveness by the Securities and Exchange Commission of this Form 8-A and in accordance with the terms of the First Supplemental Indenture. The Indenture, the Tripartite Agreement and the First Supplemental Indenture are filed as Exhibits 2, 3 and 4, respectively, and are incorporated herein by reference. ITEM 2. EXHIBITS. The securities described herein are to be registered on the New York Stock Exchange, on which the Common Stock, par value $.01 per share, of the Registrant is registered. Accordingly, the following exhibits required in accordance with Part I to the Instructions as to Exhibits on Form 8-A are filed herewith and with the New York Stock Exchange: 1. Form of certificate of the 6 1/2% Convertible Subordinated Debentures Due 2011 is included in the Indenture described in Exhibit 2 hereto. 2. Indenture dated as of May 15, 1986 between NEC and Continental Illinois National Bank and Trust Company of Chicago, as Trustee, filed as Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-3 of NEC (File No. 33-5552), and hereby incorporated by reference. 3. Tripartite Agreement dated as of June 1, 1990 among NEC, IBJ Schroder Bank & Trust Company and Continental Bank, National Association, as resigning Trustee, filed as Exhibit 4 to NEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1990 and hereby incorporated by reference. 4. First Supplemental Indenture dated as of July 21, 1997, among NEC, the Registrant and IBJ Schroder Bank & Trust Company, filed as Exhibit 4 hereto. Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. HARCOURT GENERAL, INC. DATE: July 22, 1997 By: /s/ John R. Cook ----------------------------- John R. Cook Senior Vice President and Chief Financial Officer EX-99.4 2 FIRST SUPPLEMENTAL INDENTURE 1 EXHIBIT 4 -------------------------------------------------------------------------- NATIONAL EDUCATION CORPORATION, HARCOURT GENERAL, INC., AND IBJ SCHRODER BANK & TRUST COMPANY, as Trustee --------------------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of July 21, 1997 ---------------------------------------------------------------------------- 2 FIRST SUPPLEMENTAL INDENTURE, dated as of July 21, 1997, among National Education Corporation, a Delaware corporation (the "Company"), Harcourt General, Inc., a Delaware corporation ("Harcourt"), and IBJ Schroder Bank & Trust Company, a New York corporation, as trustee (the "Trustee"). Terms not defined herein shall have the meanings assigned to them in the Indenture. R E C I T A L S WHEREAS, the Company and the Trustee (as successor trustee pursuant to a Tripartite Agreement dated as of June 1, 1990 among the Company, the Trustee and Continental Bank, National Association, as resigning trustee) are parties to an Indenture, dated as of May 15, 1986 (the "Indenture"), relating to the Company's 6 1/2% Convertible Subordinated Debentures due 2011 (the "Debentures"). WHEREAS, on June 10, 1997, a wholly-owned subsidiary of Harcourt was merged with and into the Company with the Company being the surviving corporation in the merger (the "Merger") and each outstanding share of common stock of the Company was converted into the right to receive $21.00 in cash. WHEREAS, Harcourt desires to assume all of the obligations of the Company under the Indenture and the Debentures. WHEREAS, Section 901 of the Indenture provides that the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture, without the consent of any Holder, to make any provision with respect to matters arising under the Indenture not inconsistent with the Indenture, provided that such action shall not adversely affect the interest of the Holders in any material respect. WHEREAS, Section 1211 of the Indenture provides that in the case of any merger of another corporation into the Company, the corporation formed by such consolidation or resulting from such merger shall execute and deliver to the Trustee a supplemental indenture providing the Holders certain rights as described therein, WHEREAS, the Company and the Trustee have determined that this First Supplemental Indenture complies with Section 901 of the Indenture and does not require the consent of any Holders and, on the basis of the foregoing, the Trustee has determined that this First Supplemental Indenture is in form satisfactory to it. 3 W I T N E S S E T H : NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders, as follows: ARTICLE 1 ASSUMPTION OF OBLIGATIONS SECTION 1.1. Assumption. Harcourt hereby unconditionally assumes on and after the Effective Date (as defined below) all of the obligations of the Company under the Indenture and the Debentures, including the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Debentures according to the terms of the Debentures and as more fully described in the Indenture. Notwithstanding the foregoing, (i) the Company shall remain obligated under the Indenture and the Debentures, in accordance with the terms of the Indenture and (ii) Harcourt shall not assume any obligation of the Company under Article 12 of the Indenture other than the obligations specifically set forth in Section 2.1 of this First Supplemental Indenture. "Effective Date" shall mean the date on which the Securities and Exchange Commission declares effective the Form 8-A filed by Harcourt with respect to the Debentures. ARTICLE 2 CONVERSION RIGHTS OF HOLDERS IN CONNECTION WITH THE MERGER SECTION 2.1. Conversion Rights. The Company, as the surviving corporation of the Merger, and Harcourt hereby provide in accordance with Section 1211 of the Indenture that the Holder of each Debenture outstanding at the effective time of the Merger shall have the right, during the period such Debenture shall be convertible as specified in Section 1201 of the Indenture, to convert such Debenture only into an amount of cash equal to the product of $21.00 and the number of shares of Common Stock of the Company into which such Debenture would have been convertible immediately prior to the Merger. ARTICLE 3 GENERAL PROVISIONS SECTION 3.1. Incorporation of Indenture. All the provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. SECTION 3.2. Headings. The headings of the Articles and Sections of this First Supplemental Indenture are inserted for convenience of reference and shall not be deemed to be a part thereof. 4 SECTION 3.3. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 3.4. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this First Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. SECTION 3.5. Successors. All covenants and agreements in this First Supplemental Indenture by the Company and Harcourt shall be binding upon and accrue to the benefit of their respective successors. All covenants and agreements in this First Supplemental Indenture by the Trustee shall be binding upon and accrue to the benefit of its successors. SECTION 3.6. Separability Clause. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 3.7. Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture. 5 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Supplemental Indenture, as of the date first above written. NATIONAL EDUCATION CORPORATION /s/ John R. Cook ________________________________ By: John R. Cook Title: Vice President Attest: /s/ Robert A. Licht ___________________________________ NAME: Robert A. Licht Assistant Secretary HARCOURT GENERAL, INC. /s/ John R. Cook ____________________________________ By: John R. Cook Title: Senior Vice President Chief Financial Officer Attest: /s/ Robert A. Licht ___________________________________ Name: Robert A. Licht Assistant Secretary IBJ SCHRODER BANK & TRUST COMPANY, as Trustee /s/ Louis Perez ____________________________________ By: Louis Perez Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----