-----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, EyJ1RKOb+p83J6K+7Y5BzEMUt6Qb0t3moRvoziY2hQnUnqMIEJOQd5wjSMyIw5bj 7QCrhKOc3s69o2LDcVwCNQ== /in/edgar/work/20000807/0000912057-00-035000/0000912057-00-035000.txt : 20000921 0000912057-00-035000.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-035000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000804 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0000069999 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 410850527 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03713 FILM NUMBER: 687396 BUSINESS ADDRESS: STREET 1: 11000 PRAIRIE LAKES DR CITY: MINNEAPOLIS STATE: MN ZIP: 55344 BUSINESS PHONE: 6128293000 MAIL ADDRESS: STREET 1: P O BOX 9365 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 8-K 1 a8-k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2000 NATIONAL COMPUTER SYSTEMS, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3713 41-0850527 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 11000 Prairie Lakes Drive, Minneapolis, Minnesota 55344 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (952) 829-3000 Not Applicable (Former name or former address, if changed since last report.) Item 5. Other Events On August 4, 2000, Pearson plc ("Pearson"), PN Acquisition Subsidiary Inc. and National Computer Systems, Inc. ("NCS") entered into Amendment No. 1 to the Agreement and Plan of Merger (the "Merger Agreement") dated as of July 30, 2000. A copy of Amendment No. 1 to the Merger Agreement is Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Amendment No. 1 to Agreement and Plan of Merger among Pearson plc, PN Acquisition Subsidiary Inc. and National Computer Systems, Inc. dated as of August 4, 2000. Signature Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 7, 2000 NATIONAL COMPUTER SYSTEMS, INC. By: /s/ J.W. Fenton, Jr. ------------------------------- J.W. Fenton, Jr. Secretary/Treasurer EX-99.1 2 ex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Amendment No. 1 to Agreement and Plan of Merger, dated as of August 4, 2000 (this "AMENDMENT"), to the Agreement and Plan of Merger, dated as of July 30, 2000 (the "MERGER AGREEMENT") among Pearson plc, a public limited company registered in England and Wales, PN Acquisition Subsidiary Inc., a Minnesota corporation and National Computer Systems, Inc. a Minnesota corporation. WHEREAS, the parties desire to amend the Merger Agreement in certain respects. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. AMENDMENTS TO MERGER AGREEMENT. (a) The third sentence of Section 1.01(a) of the Merger Agreement is hereby deleted in its entirety and replaced with: "The initial expiration date of the Offer shall be the 23rd business day following the date on which the Offer is commenced." (b) Clause (C) of Section 1.01(a) of the Merger Agreement shall be deleted in its entirety and replaced with: "(C) extend the Offer for an aggregate period of not more than 17 business days beyond the initial expiration date of the Offer to the extent required by Parent to enable Parent and Sub to complete the financing of the purchase of shares of Company Common Stock tendered pursuant to the Offer or" SECTION 2. MISCELLANEOUS. Except as and to the extent expressly modified by this Amendment, the Merger Agreement (including all exhibits thereto) shall remain in full force and effect in all respects. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Minnesota. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. [SIGNATURE PAGE FOLLOWS.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. PEARSON PLC By: /s/ Marjorie Scardino --------------------------------------- Name: Marjorie Scardino Title: Chief Executive PN ACQUISITION SUBSIDIARY INC. By: /s/ Robert Dancy ---------------------------------------- Name: Robert Dancy Title: Vice Preisdent NATIONAL COMPUTER SYSTEMS, INC. By: /s/ Russell A. Gullotti --------------------------------------- Name: Russell A. Gullotti Title: Chairman, President and Chief Executive Officer Signature page to Amendment No. 1 to Agreement and Plan of Merger -----END PRIVACY-ENHANCED MESSAGE-----