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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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NATIONAL EDUCATION CORPORATION
(NAME OF SUBJECT COMPANY)
NICK ACQUISITION CORPORATION
HARCOURT GENERAL, INC.
(BIDDER)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
63577110
(CUSIP NUMBER OF CLASS OF SECURITIES)
ERIC P. GELLER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
27 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02167
TELEPHONE: (617) 232-8200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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Copy to:
ROBERT L. FRIEDMAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 21, 1997 (as amended and supplemented, the
"Schedule 14D-1") relating to the offer by Nick Acquisition Corporation, a
Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Harcourt
General, Inc., a Delaware corporation (the "Parent" or "Harcourt"), to purchase
all of the outstanding shares of Common Stock, par value $.01 per share (the
"Shares"), of National Education Corporation, a Delaware corporation (the
"Company"), at an amended purchase price of $21.00 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 21, 1997 as amended and
supplemented on May 14, 1997 (the "Offer to Purchase"), and in the related
Letter of Transmittal. 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 is amended and supplemented as follows:
On May 28, 1997, the Parent issued a press release announcing that it has
extended the period during which the Offer will remain open to 5:00 P.M., New
York City time on Wednesday, June 4, 1997. Accordingly, the Expiration Date
shall be 5:00 P.M. on Wednesday June 4, 1997 unless the Offer is further
extended. The full text of the press release is set forth in Exhibit 11(a) (19)
hereto and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and 10(f) are hereby amended and supplemented as follows:
The information provided in this Amendment No. 4 under Item S is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(19) Press Release issued by the Parent on May 28, 1997.
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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.
HARCOURT GENERAL, INC.
By: /s/ ERIC P. GELLER
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Name: Eric P. Geller
Title: Senior Vice President, General
Counsel and Secretary
NICK ACQUISITION CORPORATION
By: /s/ ERIC P. GELLER
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Name: Eric P. Geller
Title: Vice President and Secretary
Date: May 28, 1997
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EXHIBIT INDEX
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NO. DESCRIPTION NO.
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<S> <C> <C>
11(a)(19) Press Release issued by the Parent on May 28, 1997........................ 250
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Exhibit 11(a)(19)
HARCOURT GENERAL Harcourt General, Inc.
27 Boylston Street,
Chestnut Hill, MA 02167
Tel (617) 232 8280
Contact: News Release
Peter Farwell George Sard/Ana Cordasco
Harcourt General Sard Verbinnen & Co
(617) 232-8200 (212) 687-8080
FOR IMMEDIATE RELEASE
HARCOURT GENERAL EXTENDS NEC TENDER OFFER
THROUGH JUNE 4, 1997
CHESTNUT HILL, MA, May 28, 1997 -- Harcourt General, Inc. (NYSE:H)
announced today that it has extended its $21 per share cash tender offer for
all shares of common stock of National Education Corporation (NYSE:NEC) until
5:00 p.m., Eastern Daylight Savings time, on Wednesday, June 4, 1997 unless the
offer is further extended. The offer was originally scheduled to expire on
May 27, 1997.
As of the close of business on May 27, 1997, approximately 30.4 million
shares, equal to approximately 84.2% of NEC's outstanding common stock, had
been validly tendered in connection with the offer.
The offer is being extended to allow additional time for stockholders of
NEC to tender their shares.
Harcourt General, Inc. is a growth-oriented operating company with core
businesses in publishing and specialty retailing. The Company also provides
professional outplacement services to clients worldwide.
National Education Corporation's operations include ICS Learning
Systems, the largest provider of distance education in vocational, academic and
professional studies; National Education Training Group (NETG), the leader in
information technology interactive multimedia-based learning products; and 83%
ownership of Steck-Vaughn Publising Corporation, one of the largest publishers
of supplemental education materials.
