SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1994
Commission file number 1-6981
NATIONAL EDUCATION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware I.R.S. No. 95-2774428
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
18400 Von Karman Avenue, Irvine, California 92715-1594
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 714/474-9400
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
29,503,583 common stock shares outstanding at April 30, 1994
<PAGE>
<PAGE>
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES
The undersigned Registrant hereby amends the following item in its
quarterly report on Form 10-Q for the quarterly period ended March 31,
1994:
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index following this Form 10-Q.
(b) No reports on Form 8-K were filed for the period for which
this report is filed.
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.
NATIONAL EDUCATION CORPORATION
Date: May 13, 1994
By /s/ Keith K. Ogata
___________________________
Keith K. Ogata
Vice President, Chief Financial Officer
and Treasurer
2
<PAGE>
<PAGE>
INDEX TO EXHIBITS
(Item 6(a))
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
_______ ___________ ____________
<S> <C> <C>
10.1 National Education Corporation Retirement Plan
(Restated as of January 1, 1989)(As Amended
through January 1, 1992) (1) . . . . . . . . . . . . . *
10.2 National Education Corporation Retirement Plan
Trust (2). . . . . . . . . . . . . . . . . . . . . . . *
10.3 1981 Long-Term Incentive Plan (3). . . . . . . . . . . *
10.4 1983 Stock Option Plan (4) . . . . . . . . . . . . . . *
10.5 Advanced Systems, Incorporated 1984 Stock
Option and Stock Appreciation Rights Plan (5). . . . . *
10.6 1986 Stock Option and Incentive Plan, as
amended (6). . . . . . . . . . . . . . . . . . . . . . *
10.7 1990 Stock Option and Incentive Plan (7) . . . . . . . *
10.8 1991 Directors' Stock Option Plan (8). . . . . . . . . *
10.9 Rights Agreement, dated October 29, 1986,
between National Education Corporation and
Bank of America National Trust and Savings
Association, Rights Agent (including exhibits
thereto) (9) . . . . . . . . . . . . . . . . . . . . . *
10.10 Addendum No. 1 to Rights Agreement dated
October 29, 1986 (10). . . . . . . . . . . . . . . . . *
10.11 Indenture, dated as of May 15, 1986, between
National Education Corporation and Continental
Illinois National Bank and Trust Company of
Chicago, as Trustee (11) . . . . . . . . . . . . . . . *
10.12 Tripartite Agreement Dated as of May 31, 1990,
among National Education Corporation, Conti-
nental Bank as Resigning Trustee, and IBJ
Schroder Bank & Trust Company as Successor
Trustee (12) . . . . . . . . . . . . . . . . . . . . . *
</TABLE>
3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
_______ ___________ ____________
<S> <C> <C>
10.13 National Education Corporation Purchase Agree-
ment, Senior Subordinated Convertible Deben-
tures, dated as of February 15, 1991 (13). . . . . . . *
10.14 National Education Corporation Supplemental
Executive Retirement Plan, as amended (14) . . . . . . *
10.15 Supplemental Benefit Plan for Non-Employee
Directors (15) . . . . . . . . . . . . . . . . . . . . *
10.16 Retirement Agreement with J.J. McNaughton (16) . . . . *
10.17 Intercompany Agreement Between National
Education Corporation and Steck-Vaughn
Publishing Corporation dated June 30, 1993 (17). . . . *
10.18 Tax Sharing Agreement Between National
Education Corporation and Its Direct and
Indirect Corporate Subsidiaries dated
January 1, 1993 (18) . . . . . . . . . . . . . . . . . *
10.19 Asset Purchase Agreement Between Steck-Vaughn
Company and Creative Edge Inc. dated as of
April 26, 1993 (19). . . . . . . . . . . . . . . . . . *
10.20 $10,000,000 Credit Agreement Between National
Education Corporation and Bankers Trust
Company as Agent, dated as of December 22,
1993 (the "Credit Agreement") (Confidential
treatment under Rule 24b-2 has been requested
for portions of this exhibit.)(20) . . . . . . . . . . *
10.21 First Amendment to Credit Agreement dated as
of December 31, 1993 (21). . . . . . . . . . . . . . . *
10.22 Second Amendment to Credit Agreement, dated
as of April 15, 1994 (Confidential treatment
under Rule 24b-2 has been requested for
portions of this exhibit.) (22). . . . . . . . . . . . *
11.1 Calculation of Primary Earnings Per Share (23) . . . .
11.2 Calculation of Fully Diluted Earnings Per
Share (23) . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
__________________
* incorporated by reference from a previously filed document
4
<PAGE>
<PAGE>
(1) Incorporated by reference to Exhibit 10.1 filed with the Annual
Report on Form 10-K for the year ended December 31, 1992, filed
March 22, 1993.
(2) Incorporated by reference to Exhibit 10(b) filed with
Registration Statement on Form S-8 (No. 2-86904), filed October
3, 1983.
(3) Incorporated by reference to Exhibit 15 filed with Registration
Statement on Form S-8 (No. 2-71650), filed April 7, 1981.
(4) Incorporated by reference to Exhibit D filed with the 1983 Proxy
Statement dated April 25, 1983, for the annual meeting dated
May 19, 1983.
(5) Incorporated by reference to Exhibit 10.15 filed with the Annual
Report on Form 10-K for the year ended December 31, 1987, filed
March 30, 1988.
(6) Incorporated by reference to Exhibit 10.17 filed with the Annual
Report on Form 10-K for the year ended December 31, 1990, filed
April 1, 1991.
(7) Incorporated by reference to Exhibit "A" filed with the 1990
Proxy Statement, filed April 2, 1990.
(8) Incorporated by reference to Exhibit "A" filed with the 1991
Proxy Statement, filed April 1, 1991.
(9) Incorporated by reference to Exhibit 4.1 filed with Form 8-K
Current Report, dated October 29, 1986, filed October 30, 1986.
(10) Incorporated by reference to Exhibit 4 filed with the Annual
Report on Form 10-K for the year ended December 31, 1987, filed
March 30, 1988.
(11) Incorporated by reference to Exhibit 4.2 filed with Amendment
No. 1 to Registration Statement on Form S-3 (No. 33-5552), filed
May 16, 1986.
(12) Incorporated by reference to Exhibit 4 filed with the Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1990.
(13) Incorporated by reference to Exhibit 4 filed with Form 8-K
Current Report, dated February 20, 1991, filed February 27,
1991.
(14) Incorporated by reference to Exhibit 10.17 filed with the Annual
Report on Form 10-K for the year ended December 31, 1991, filed
April 1, 1992.
(15) Incorporated by reference to Exhibit 10.18 filed with the Annual
Report on Form 10-K for the year ended December 31, 1991, filed
April 1, 1992.
5
<PAGE>
<PAGE>
(16) Incorporated by reference to Exhibit 10.19 filed with the Annual
Report on Form 10-K for the year ended December 31, 1991, filed
April 1, 1992.
(17) Incorporated by reference to Exhibit 10.8 filed with Amendment
No. 1 to the Steck-Vaughn Publishing Corporation Registration
Statement on Form S-1, File No. 33-62334, filed June 17, 1993.
(18) Incorporated by reference to Exhibit 10.9 filed with Amendment
No. 1 to the Steck-Vaughn Publishing Corporation Registration
Statement on Form S-1, File No. 33-62334, filed June 17, 1993.
(19) Incorporated by reference to Exhibit 10.13 filed with the Steck-
Vaughn Publishing Corporation Registration Statement on Form
S-1, File No. 33-62334, filed May 7, 1993.
(20) Incorporated by reference to Exhibit 10.20 filed with the Annual
Report on Form 10-K for the year ended December 31, 1993, filed
March 28, 1994.
(21) Incorporated by reference to Exhibit 10.21 filed with the Annual
Report on Form 10-K for the year ended December 31, 1993, filed
March 28, 1994.
(22) Incorporated by reference to Exhibit 10.22 filed with the
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1994, filed May 12, 1994.
(23) Filed herewith.
6
<PAGE>
<PAGE>
EXHIBIT 11.1
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES
CALCULATION OF PRIMARY EARNINGS PER SHARE
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
________________________
1994 1993
_________ _________
<S> <C> <C>
NET INCOME (LOSS) $ (2,945) $ (4,349)
========= =========
COMMON STOCK:
Shares outstanding from beginning of period 29,405 29,968
Pro rata shares:
Stock options exercised 76 2
Assumed exercise of stock options,
using treasury stock method 180 238
________ ________
Weighted average number of shares outstanding 29,661 30,208
======== ========
PRIMARY EARNINGS (LOSS) PER SHARE $(.10) $(.14)
====== ======
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 11.2
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES
CALCULATION OF FULLY DILUTED EARNINGS PER SHARE
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
__________________________
1994 1993
_________ _________
<S> <C> <C>
NET INCOME (LOSS) $ (2,945) $ (4,349)
Add back debenture interest, debt discount
and expense amortization, less applicable taxes 811 811
________ ________
NET INCOME (LOSS) FOR FULLY DILUTED COMPUTATION $ (2,134) $ (3,538)
========= =========
<S> <C> <C>
COMMON STOCK:
Shares outstanding from beginning of period 29,405 29,968
Stock options exercised 76 2
Assumed exercise of stock options,
using treasury stock method 180 254
Assumed conversion of subordinated debentures,
from the latter of the beginning of the
period or the date of issue 7,300 7,300
________ ________
Weighted average number of shares outstanding 36,961 37,524
======== ========
FULLY DILUTED EARNINGS (LOSS) PER SHARE $(.10) $(.14)
====== ======
</TABLE>
