-----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, SR3QjqBX8Jne0YeorioXgroyYwVZoJGuInRdv5WCSNzPxMYo2i0/rCg2ah5D0rP4 NPqkQLzvbdLGVSLVvNLang== 0000950112-96-001923.txt : 19960612 0000950112-96-001923.hdr.sgml : 19960612 ACCESSION NUMBER: 0000950112-96-001923 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960607 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: 96578232 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 ------------------- FINAL AMENDMENT TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 95752F106 1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS K-III COMMUNICATIONS CORPORATION 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F) 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Indirectly through various wholly owned subsidiaries: 19,363,464* 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.9%* 10. TYPE OF REPORTING PERSON CO - ------------ *As of the date of the reportable event, May 30, 1996. CUSIP No. 95752F106 1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS K-III PRIME CORPORATION 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS AF, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F) 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Indirectly through a wholly owned subsidiary: 19,363,464* 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.9%* 10. TYPE OF REPORTING PERSON CO - ------------ *As of the date of the reportable event, May 30, 1996. CUSIP No. 957 52F 106 1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS K-III ACQUISITION CORP.* 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS AF, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F) 6. CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Directly: 19,363,464* 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.9%* 10. TYPE OF REPORTING PERSON CO - ------------------- * Shares owned as of the date of the reportable event, May 30, 1996. This Final Amendment 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 31, 1996, the Purchaser was merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. Because the Purchaser had acquired at least 90 percent of the outstanding Shares, the Merger was effected without a meeting of shareholders of the Company. As a result of the Merger, the Company became an indirect wholly owned subsidiary of the Parent and each outstanding Share (other than Shares held in the treasury of the Company, Shares owned by the Purchaser, K-III Prime, the Parent or any direct or indirect wholly owned subsidiary of the Parent or the Company and Shares owned by dissenting shareholders) was cancelled, extinguished and converted into the right to receive $21.50 per Share in cash, without interest thereon, less any required withholding taxes. A copy of the Parent's press release announcing the Merger is filed herewith as Exhibit (a)(12) and is incorporated herein by reference. The Parent has been informed that the Shares are no longer quoted on NASDAQ. The Parent expects that registration of the Shares under the Exchange Act will be terminated. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: As previously reported, the Offer expired at 12:00 midnight, New York City time, on Wednesday, May 29, 1996. Based on a final count provided by the Depositary, 19,363,464 Shares were validly tendered and acquired by the Purchaser pursuant to the Offer. Such Shares represent approximately 97.9 percent of all outstanding Shares. The information provided in this Final Amendment under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (12) Press release issued by Parent on June 3, 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 WESTCOTT COMMUNICATIONS, INC., as successor by merger to K-III ACQUISITION CORP. By: /s/ Beverly C. Chell --------------------------- Name: Beverly C. Chell Title: Vice Chairman and Secretary Date: June 7, 1996 2 EXHIBIT INDEX EXHIBIT PAGE NO. DESCRIPTION NO. - ------- --------------------------------------------------------------- ---- (a)(12) Press release issued by the Parent on June 3, 1996............. EX-99.(A)(12) 2 EXHIBIT (A)(12) FOR IMMEDIATE RELEASE CONTACT: DAVID ADLER (212) 745-0177 - --------------------- INVESTOR RELATIONS (212) 745-1888 K-III COMPLETES MERGER WITH WESTCOTT COMMUNICATIONS, INC. NEW YORK, JUNE 3, 1996--K-III Communication Corporation [NYSE:KCC] today announced that it has completed the merger of Westcott Communications, Inc. with a wholly owned subsidiary of K-III. The merger was the second step in a two-step acquisition. The first step, a cash tender offer for all the outstanding shares of Westcott at $21.50 per share, was completed on May 30, 1996. As a result of the merger, Westcott is now a wholly owned subsidiary of K-III. The merger results in the automatic conversion of the remaining Westcott shares into the right to receive $21.50 per former Westcott share. 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-----