-----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, GlsCAPCbds3W6QQ7UZPlvvNhUfkJx9bi+Vj2NUWEqFn7ZuMGIBJm2rnIf2tRNL5B uLomhOy+lBZlWn7BWDgofA== 0000950112-96-001786.txt : 19960531 0000950112-96-001786.hdr.sgml : 19960531 ACCESSION NUMBER: 0000950112-96-001786 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960530 SROS: NYSE GROUP MEMBERS: K III ACQUISITION CORP GROUP MEMBERS: K-III COMMUNICATIONS CORPORATION GROUP MEMBERS: K-III PRIME CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTCOTT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000850670 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 752110878 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40756 FILM NUMBER: 96574835 BUSINESS ADDRESS: STREET 1: 1303 MARSH LANE CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 2144174100 MAIL ADDRESS: STREET 1: 1303 MARSH LANE CITY: CARROLLTON STATE: TX ZIP: 75006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: K III ACQUISITION CORP CENTRAL INDEX KEY: 0001012699 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O K III COMMUNICATIONS CORP STREET 2: 745 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2127450100 MAIL ADDRESS: STREET 1: C/O K III COMMUNICATIONS CORP STREET 2: 745 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10151 SC 14D1/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 ------------------- WESTCOTT COMMUNICATIONS, INC. (Name of Subject Company) K-III ACQUISITION CORP. K-III PRIME CORPORATION K-III COMMUNICATIONS CORPORATION (Bidder) ------------------- COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 95752F106 (CUSIP Number of Class of Securities) BEVERLY C. CHELL, ESQ. VICE CHAIRMAN, GENERAL COUNSEL AND SECRETARY K-III COMMUNICATIONS CORPORATION 745 FIFTH AVENUE NEW YORK, NEW YORK 10151 TELEPHONE: (212) 745-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------- COPY TO: GARY I. HOROWITZ, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on April 26, 1996 (as amended, the "Schedule 14D-1") relating to the offer by K-III Acquisition Corp. (the "Purchaser"), a Texas corporation and a direct, wholly owned subsidiary of K-III Prime Corporation ("K-III Prime"), a Delaware corporation and a direct, wholly owned subsidiary of K-III Communications Corporation (the "Parent"), a Delaware corporation, to purchase all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of Westcott Communications, Inc., a Texas corporation (the "Company"), at a purchase price of $21.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 26, 1996 (the "Offer to Purchase"), and in the related Letter of Transmittal, (which, together with the Offer to Purchase, constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: The Offer expired at 12:00 midnight, New York City time, on Wednesday, May 29, 1996. The Parent announced that according to the Depositary, approximately 19,363,464 Shares (including approximately 38,496 Shares tendered by Notices of Guaranteed Delivery) have been validly tendered and not properly withdrawn pursuant to the Offer. Such Shares represent approximately 97 percent of all outstanding Shares. The Purchaser has accepted for payment the tendered and accepted Shares at the purchase price of $21.50 per Share. A copy of the Parent's press release is filed herewith as Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (11) Press release issued by Parent on May 30, 1996.
SIGNATURE After due 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. K-III COMMUNICATIONS CORPORATION By: /s/ Beverly C. Chell ______________________ Name: Beverly C. Chell _______________________ Title: Vice Chairman and Secretary K-III PRIME CORPORATION By: /s/ Beverly C. Chell ______________________ Name: Beverly C. Chell _______________________ Title: Vice Chairman and Secretary K-III ACQUISITION CORP. By: /s/ Beverly C. Chell ______________________ Name: Beverly C. Chell _______________________ Title: Senior Vice President and Secretary Date: May 30, 1996 2 EX-11.(A) 2 EXHIBIT (A)(11) For Immediate Release Contact: David Adler (212) 745-0177 Investor Information (212) 745-1888 K-III COMPLETES TENDER OFFER FOR WESTCOTT COMMUNICATIONS New York, NY, May 30, 1996-- K-III Communications Corporation [NYSE:KCC] today announced that its cash tender offer for all of the outstanding shares of Westcott Communications, Inc. (NASDAQ:WCTV) expired as scheduled at 12:00 midnight, New York City time on Wednesday, May 29, 1996. K-III has accepted for payment all shares validly tendered pursuant to the offer. Based on a preliminary estimate, as of the expiration of the offer, approximately 19,363,464 shares of Westcott were tendered (including approximately 38,496 shares subject to guarantee of delivery). Such shares represent over 95 percent of all outstanding Westcott shares. K-III stated that it expects to consummate the merger of a subsidiary of K-III into Westcott as soon as practicable. Pursuant to the merger, Westcott will become a wholly owned subsidiary of K-III and each share of Westcott not previously purchased in the tender offer will be converted into the right to receive $21.50 in cash. Donaldson, Lufkin & Jenrette Securities Corporation acted as dealer manager for the tender offer. Westcott Communications, Inc. has pioneered the delivery of workplace training and education utilizing various multimedia technologies. The Company provides training, news, and information to more than 20,000 subscribers with an estimated population of 3 million professionals and students in the corporate and professional, automotive, banking, government, and public service, education, health care, and interactive distance training markets. K-III Communications is a leading media company active in specialized information, educational service and niche consumer and trade publications. Some of its key brands include Channel One, Weekly Reader, Nelson Directories, World Almanac, and Seventeen, Modern Bride, New York, and Soap Opera Digest magazines. -----END PRIVACY-ENHANCED MESSAGE-----