-----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, Arp8jgXaaGuimOa8v0qJOWQbqFVCvN4dAAyB8CO2lc4YbiFSTzvlFIIGMTj4zOFZ IvRONDw5Up9Hx0WB28VIng== 0000950123-97-007703.txt : 19970912 0000950123-97-007703.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950123-97-007703 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970909 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: SEC FILE NUMBER: 005-45610 FILM NUMBER: 97677668 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 AMENDED 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. 3) 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) SEPTEMBER 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 [ ]. *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. 3 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, and Amendment No. 2 to the Statement on Schedule 13D, filed July 10, 1997 (as amended and supplemented, the "Schedule 13D") for the events which occurred on June 5, 1997, June 23, 1997, and July 1, 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 September 5, 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: On September 5, 1997, following negotiations between representatives of the Independent Directors and Harcourt, the Independent Directors met and unanimously approved a transaction in which Harcourt would purchase the publicly-held shares of Common Stock it does not own for $14.75 per share in cash. The consummation of such transaction is subject to the finalization of a definitive merger agreement which must be approved by the Independent Directors and the Board of Directors of Steck-Vaughn and Harcourt. Once the definitive merger agreement is approved, the plan will be subject to approval by a majority of Steck-Vaughn shareholders. Because Harcourt General already owns 82% of the Steck-Vaughn shares and will vote those shares in favor of the transaction, that approval is assured. On September 8, 1997, Harcourt issued a press release, the full text of which is set forth in Exhibit 99.5 and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 99.5 Press release, dated September 8, 1997, of Harcourt. 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: September 9, 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 99.5 Press release, dated September 8, 1997, of Harcourt. EX-99.5 2 PRESS RELEASE 1 Exhibit 99.5 HARCOURT GENERAL, INC. 27 Boylston Street Chestnut Hill, MA 02167 Tel. (617) 232-8200 News Release Contact Peter Farwell Vice President Corporate Relations (617) 232-8200 FOR IMMEDIATE RELEASE HARCOURT GENERAL REACHES AGREEMENT ---------------------------------- TO ACQUIRE OUTSTANDING STECK-VAUGHN SHARES ------------------------------------------ CHESTNUT HILL, MA., September 8, 1997 -- Harcourt General, Inc. (NYSE:H) announced today that it had completed price negotiations with the independent directors of Steck-Vaughn Publishing Corporation (NASDAQ:STEK) who approved a transaction in which Harcourt General will purchase the publicly-held Steck-Vaughn shares it does not already own for $14.75 per share in cash. Harcourt General acquired ownership of approximately 82% of Steck-Vaughn's common stock when it completed a merger with National Education Corporation in June. Steck-Vaughn has approximately 3.4 million publicly held common and common equivalent shares outstanding, giving the transaction a total value of approximately $42.8 million. Harcourt General said that consummation of the transaction is subject to the finalization of a definitive merger agreement which must be approved by the Steck-Vaughn independent directors and Harcourt General. Once the definitive merger agreement is approved, the plan will be subject to approval by a majority vote of Steck-Vaughn shareholders. Because Harcourt General already owns 82% of the Steck-Vaughn shares and will vote those shares in favor of the transaction, that approval is assured. Harcourt General estimated that the merger process, including required filings with the Securities and Exchange Commission, would take several months to complete. Harcourt General is a leading global multiple-media publisher and service provider to established educational, trade and professional markets as well as to emerging for-profit educational, career-training and assessment markets. The Company is also a leading specialty retailer through its 53% controlling interest in The Neiman Marcus Group (NYSE:NMG). # # # -----END PRIVACY-ENHANCED MESSAGE-----