-----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, MUWt3KVyBDXKTfx1YVzAury/rYE1axx8mYco7exuPdtOcfbUTtmw23dUt+taOC3h idMSaQrr92849EWOnoClqw== 0000928385-97-000940.txt : 19970520 0000928385-97-000940.hdr.sgml : 19970520 ACCESSION NUMBER: 0000928385-97-000940 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970312 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970519 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 97611242 BUSINESS ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108438000 MAIL ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 1997 ------------------------------------------ SYLVAN LEARNING SYSTEMS, INC.. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-22844 52-1492296 ---------------- --------------- ----------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1000 Lancaster Street Baltimore, Maryland 21202 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) (410) 843-8000 -------------------------- (Registrant's telephone number) Item 5. Other Events. As previously disclosed, on May 14, 1997, Sylvan Learning Systems, Inc. ("Sylvan") announced that, in connection with the announced increase in Harcourt General, Inc.'s offer to acquire National Education Corporation (NYSE:NEC) ("NEC"), Sylvan had terminated its definitive agreement to acquire NEC and had received from NEC the $30 million termination fee required by Section 6.3 of that agreement. Douglas Becker, President and co-Chief Executive Officer of Sylvan, commented, "Harcourt's competing offer and the resulting increase in purchase price made us reconsider our value equation for the acquisition of NEC and for this reason, we declined to increase our bid. We believe that there are other ways to achieve our strategic objectives for far less money than would have been required to match Harcourt's offer. We reiterate our commitment to extend Sylvan's services into a lifelong learning relationship with each client that we teach, test and train. We congratulate Sam Yau and the entire NEC team on the impressive turnaround of the past few years that led to this sale and wish them and Harcourt General continued success." Sylvan Learning Systems, Inc. is a leading provider of educational services to families, schools and industry. It delivers computer-based testing for academic admissions, as well as for professional licensure and certification programs at more than 1,300 testing centers through its Sylvan Prometric division. The Company traditionally is known for the network of more than 650 Sylvan Learning Centers that provide personalized instructional services to students of all ages and skill levels. Also, Sylvan provides educational services under contract to public and non-public school systems through the Sylvan Contract Educational Services division, and will provide adult professional education and training through the Caliber Learning Network, Inc. -1- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. --------- 2.1 Termination Agreement and Mutual Release. -2- SIGNATURES ---------- Pursuant to the requirements 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. Date: May 19, 1997 SYLVAN LEARNING SYSTEMS, INC. By:/s/ B. Lee McGee ----------------------------------- B. Lee McGee, Senior Vice President and Chief Financial Officer -3- EX-2.1 2 EXHIBIT 2.1 EXHIBIT 2.1 National Education Corporation 2601 Main Street Irvine, California 92714 Sylvan Learning Systems, Inc. 1000 Lancaster Street Baltimore, Maryland 21202 May 12, 1997 Gentlemen: By this letter, you agree with us to amend the Agreement and Plan of Reorganization (the "Sylvan Agreement") dated as of March 12, 1997, by and among Sylvan Learning Systems, Inc. ("Sylvan") and National Education Corporation ("NEC") as follows. In the event that NEC and Harcourt General, Inc. ("Harcourt") come to an agreement on or before May 16, 1997 for a business combination between NEC and Harcourt at a price of $21.00 per NEC share (the "Harcourt Transaction"), NEC and Sylvan agree that the Sylvan Agreement shall automatically and without any further action required by NEC or Sylvan be terminated effective immediately prior to such time as Harcourt and NEC enter into an agreement with respect to the Harcourt Transaction (the "Harcourt Agreement"). No later than noon Pacific Daylight Time (the "Drop-Dead Time") on the business day immediately following the execution of the Harcourt Agreement (the "Drop-Dead Date"), NEC and Harcourt jointly and severally agree that a fee of $30.0 million (the "Sylvan Fee") will be paid by NEC to Sylvan by wire transfer in immediately available funds to the account of Sylvan at NationsBank, N.A. (Account Number: 3933614751); provided, however, that if the Sylvan Fee is not paid by the Drop-Dead Time, the Sylvan Agreement shall be deemed not to have been terminated in accordance with the preceding sentence and shall remain in full force and effect and no breach or right of termination shall have occurred thereunder as a result of actions taken in compliance with the preceding sentence. Notwithstanding the foregoing, in the event the Sylvan Fee is paid to Sylvan following the Drop-Dead Time but on the Drop-Dead Date and by noon Eastern Daylight Time on the business day immediately following the Drop-Dead Date Sylvan has not (i) rejected the Sylvan fee in a written notice to NEC and (ii) irrevocably instructed NationsBank, N.A. to refund the Sylvan fee to NEC, the Sylvan Agreement shall be deemed to have been terminated in accordance with the second sentence of this letter agreement. Sylvan shall be entitled to no further payments from NEC or Harcourt pursuant to the Sylvan Agreement or otherwise. Upon effectiveness of the termination of the Sylvan Agreement pursuant to the second sentence hereof, the mutual release set forth as Annex A hereto shall become effective. Please indicate your agreement to the foregoing by executing this letter in the space below. Very truly yours, NATIONAL EDUCATION CORPORATION By: /s/ Keith K. Ogata ------------------------------ Name: Keith K. Ogata Title: Vice President, Chief Financial Officer and Treasurer Accepted and agreed: Accepted and agreed: SYLVAN LEARNING SYSTEMS, INC. HARCOURT GENERAL, INC. By: /s/ Douglas L. Becker By: /s/ Eric P. Geller --------------------------------- ---------------------------- Name: Douglas L. Becker Name: Eric P. Geller Title: President and Title: Senior Vice President Co-Chief Executive Officer and General Counsel -2- Annex A MUTUAL RELEASE WHEREAS, Sylvan Learning Systems, Inc., a Maryland corporation ("Sylvan"), and National Education Corporation, a Delaware corporation ("NEC"), are parties to an Agreement and Plan of Reorganization by and among Sylvan and NEC dated as of March 12, 1997 (the "Reorganization Agreement"); and WHEREAS, Harcourt General, Inc., a Delaware corporation ("Harcourt"), through a wholly-owned subsidiary has commenced a tender offer to purchase all the outstanding capital stock of NEC (the "Tender Offer"); and WHEREAS, Sylvan, NEC and Harcourt have entered into a letter agreement (the "Letter Agreement") dated May 9, 1997; and WHEREAS, Sylvan and NEC wish to resolve any actual or potential controversies or disputes between them arising out of or relating to the Reorganization Agreement if the Reorganization Agreement is terminated in accordance with the terms of the Letter Agreement: NOW, THEREFORE, 1. In consideration of the release of Sylvan by NEC and Harcourt contained herein, (i) Sylvan for itself, its predecessors, successors and assigns (ii) does hereby remise, release and forever discharge and covenant not to sue (iii) NEC and Harcourt and the corporate predecessors, successors, assigns, subsidiaries, affiliates, parents and divisions, as well as the present and former officers, partners, directors, advisory directors, employees, agents, stockholders, advisers (including without limitation, financial advisors) and attorneys of each of NEC and Harcourt and their heirs, executors, administrators, and representatives (collectively, the "NEC/Harcourt Releasees"), (iv) of and from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, rights, claims, and demands whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, (v) which against the NEC/Harcourt Releasees, or any of them, Sylvan or Sylvan's predecessors, successors, or assigns or any of the present or former officers, directors, employees, agents, stockholders, advisers (including without limitation, financial advisors) or attorneys of the foregoing, or any of their heirs, executors, administrators, representatives, successors or assigns, acting in any capacity, ever had or now has or hereafter can, shall, or may have, (vi) arising out of or relating to the Reorganization Agreement (including without limitation the negotiation, execution, amendment or termination of the Reorganization Agreement) or the Tender Offer or the transactions contemplated thereby (including, without limitation, any claim for tortious interference with the Reorganization Agreement or the transactions contemplated thereby), (vii) subject to the exception provided in Paragraph 3 of this Mutual Release. 2. In consideration of the release of NEC and Harcourt by Sylvan contained herein, (i) NEC and Harcourt each for itself, its predecessors, successors and assigns (ii) does hereby remise, release and forever discharge and convenant not to sue (iii) Sylvan and its corporate predecessors, successors, assigns, subisidiaries, affiliates, parents and divisions, as well as the present and former officers, partners, directors, advisory directors, employees, agents, stockholders, advisors (including, without limitation, financial advisors) and attorneys of the foregoing and their heirs, executors, administrtors, and representatives (collectively, the "Sylvan Releasees"), (iv) of and from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, bonds, bills, specialties, convenants, contracts, controversies, agreements, promises, damages, judgements, executions, rights, claims, and demands whatsoever, in law, or in equity, whether known or unknown, suspected or unsuspected, (v) which against the Sylvan Releasees, or any of them, NEC or Harcourt or each's predecessors, successors, or assigns or any of the present or former officers, directors, employees, agents, stockholders, advisers (including, without limitation, financial advisors) or attorneys of the foregoing, or any of their heirs, executors, administrators, representatives, successors or assigns, acting in any capacity, ever had or now has or hereafter can, shall, or may have, (vi) arising out of or relating to the Reorganization Agreement (including without limitation the negotiation, execution, amendment or termination of the Reorganization Agreement) or the Tender Offer or the transactions contemplated thereby (including, without limitation, any claim for tortious interference with the Tender Offer or the Transactions contemplated thereby). 3. Nothing in this Mutual Release shall affect Sylvan's rights or claims to payments from NEC (or Harcourt on behalf of NEC) pursuant to the third sentence of the Letter Agreement. 4. This Mutual Release shall inure to the benefit of and shall be binding upon the heirs, executors, administrators and successors of Sylvan, the Sylvan Releasees, NEC and Harcourt and the NEC/Harcourt Releasees. 5. This Mutual Release shall be governed and construed in accordance with the substantive law of the State of New York without regard to principles of choice or conflict of laws. 6. The person who enters into and executes this Mutual Release on behalf of Sylvan warrants and represents that he or she has been duly authorized by Sylvan to do so. The -2- person who enters into and executes this Mutual Release on behalf of NEC warrants and represents that he or she has been duly authorized by NEC to do so. The person who enters into and executes this Mutual Release on behalf of Harcourt warrants and represents that he or she has been duly authorized by Harcourt to do so. 7. This Mutual Release may be modified only by a writing signed by the Releasees. 8. This Mutual Release shall only be effective after the Merger Agreement has been terminated in accordance with the terms of the Letter Agreement; provided, that this Mutual Release shall automatically and without any further action required by Harcourt, NEC or Sylvan be terminated effective immediately in the event the Sylvan Fee is not paid by the Drop-Dead Time or is not paid to Sylvan following the Drop-Dead Time but on the Drop-Dead Date and is not accepted by Sylvan in accordance with the terms of the Letter Agreement. 9. Capitalized terms which are used herein but not defined herein are used herein as defined in the Letter Agreement. -3- IN WITNESS WHEREOF, Sylvan, NEC and Harcourt have executed this Mutual Release by their duly authorized officers as of the 14th day of May, 1997. SYLVAN LEARNING SYSTEMS, INC. NATIONAL EDUCATION CORPORATION By: /s/ Douglas L. Becker By: /s/ Keith K. Ogata --------------------------------- ----------------------------------- Name: Douglas L. Becker Name: Keith K. Ogata Title: President & Title: Vice President, Chief Co-Chief Executive Officer Financial Officer and Treasurer HARCOURT GENERAL, INC. By: /s/ Eric P. Geller ----------------------------------- Name: Eric P. Geller Title: Senior Vice President and General Counsel - 4 - -----END PRIVACY-ENHANCED MESSAGE-----