-----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, CZdlpeIM65ZkddwZi6pjEmw5jaHuW4SzIHGnJkl8Lr3EqJn3u12Ngg/iALQm1Zyh 7+9eJITUz6asBnCT+WW4JQ== 0000950112-96-001761.txt : 19960529 0000950112-96-001761.hdr.sgml : 19960529 ACCESSION NUMBER: 0000950112-96-001761 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960528 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: 96573269 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. 2 ------------------- 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. 2 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On May 28, 1996, the Parent issued a press release announcing that the Purchaser has extended the period during which the Offer will remain open to 12:00 Midnight, New York City time, on Wednesday, May 29, 1996. The full text of the press release is set forth in Exhibit 11(a)(10) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as follows: The information set forth in Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (10) Press release issued by Parent on May 28, 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 28, 1996 2 EX-99.(A)(10) 2 EXHIBIT (a)(10) FOR IMMEDIATE RELEASE CONTACT: BRAD BEATTY (212) 745-0635 K-III EXTENDS TENDER OFFER THROUGH MAY 29, 1996 New York, May 28, 1996--K-III Communications Corporation [NYSE-KCC] announced today that it has extended the period during which its tender offer for shares of Westcott Communications, Inc. common stock will remain open to 12:00 midnight, New York City time, on Wednesday, May 29th, 1996. As of the close of business on May 25, 1996, approximately 18,717,817 shares of Westcott common stock had been physically delivered to the depositary, The Bank of New York, tendered in connection with the offer; however, only 9,571,273 of the shares could be reconciled by the depositary to the stockholder records of Westcott's transfer agent. Because of the holiday weekend the offer has been extended to 12:00 midnight, New York City time, on Wednesday, May 29, 1996, to give the depositary adequate time to reconcile its records with those of the transfer agent. K-III Communications is a leading media company active in specialized information, educational services 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-----