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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NATIONAL EDUCATION CORPORATION
(Name of Subject Company)
NATIONAL EDUCATION CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
63577110
(CUSIP Number of Class of Securities)
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PHILIP C. MAYNARD, ESQ.
NATIONAL EDUCATION CORPORATION
2601 MAIN STREET
IRVINE, CALIFORNIA 92614
(714) 474-9400
(Name and address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
with a copy to:
ALVIN G. SEGEL, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CALIFORNIA 90067-4276
(310) 277-1010
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This Statement, which is being filed by National Education
Corporation, a Delaware corporation (the "Company"), constitutes Amendment No.
1 to the Solicitation/Recommendation Statement on Schedule 14D-9 ("Schedule
14D-9"), filed with the Securities and Exchange Commission (the "Commission")
on May 2, 1997, with respect to the tender offer by Harcourt General, Inc., a
Delaware corporation ("Harcourt"), and Nick Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Harcourt, to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Shares"),
of the Company, at $19.50 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated April
21, 1997. The item numbers and responses thereto below are in accordance with
the requirements of Schedule 14D-9.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented
as follows:
On May 12, 1997, following negotiations between the Company and
Harcourt, the Company and Harcourt executed an Agreement and Plan of
Merger (the "Merger Agreement"). On May 13, 1997, the Company and
Harcourt issued a joint press release announcing execution of the
Merger Agreement. A copy of such press release is set forth as Exhibit
(a)(3) and incorporated herein by reference.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7(a) of the Schedule 14D-9 is hereby amended and supplemented to
incorporate by reference the amendment to Item 3(b) set forth in this
Statement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
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Exhibit (a)(1) Press Release, dated May 1, 1997, issued by National
Education Corporation *
Exhibit (a)(2) President's Letter to the Stockholders, dated May 2,
1997 *
Exhibit (a)(3) Joint Press Release, dated May 13, 1997, issued by
National Education Corporation and Harcourt General, Inc. __
Exhibit (c)(1) 1986 Stock Option and Incentive Plan, as amended *
Exhibit (c)(2) Amended and Restated 1990 Stock Option and Incentive
Plan *
Exhibit (c)(3) Amended and Restated 1991 Directors' Stock Option
and Award Plan *
Exhibit (c)(4) National Education Corporation Supplemental
Executive Retirement Plan, as amended *
Exhibit (c)(5) Supplemental Benefit Plan for Non-Employee Directors *
</TABLE>
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<TABLE>
<S> <C> <C>
Exhibit (c)(6) Executive Employment Agreement between National
Education Corporation and Sam Yau *
</TABLE>
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* Previously filed as an exhibit to, or incorporated by
reference to a previously filed document in, the Schedule
14D-9
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SIGNATURE
After reasonable 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.
Dated: May 13, 1997 NATIONAL EDUCATION CORPORATION
By: /s/ PHILIP C. MAYNARD
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Name: Philip C. Maynard
Title: Vice President, Secretary
and General Counsel
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EXHIBIT 99(A)(3)
Peter Farwell George Sard/Ana Cordasco Connie McCluskey
Harcourt General Sard Verbinnen & Co. National Education Corp.
(617) 232-8200 (212) 687-8080 (714) 474-9483
FOR IMMEDIATE RELEASE
HARCOURT GENERAL SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
NATIONAL EDUCATION CORPORATION FOR $21.00 PER SHARE IN CASH
CHESTNUT HILL, MA, and IRVINE, CA, May 13, 1997 -- Harcourt General,
Inc. (NYSE: H) and National Education Corporation (NYSE: NEC) today announced a
definitive merger agreement for Harcourt General to acquire NEC for $21.00 per
share in cash. Both Boards of Directors have approved the transaction, valued
at approximately $800 million.
"We are delighted to be moving ahead on a friendly basis on this
outstanding strategic combination," said Richard A. Smith, Chairman and Chief
Executive Officer of Harcourt General. "NEC's diverse mix of educational
products and services and distribution channels fit extremely well with our
existing publishing businesses and will help accelerate our long-term growth in
the dynamic market for broad-based educational services."
"We believe this transaction is in the best interests of NEC
shareholders," said Sam Yau, President and Chief Executive Officer of NEC.
"In addition, we believe that our customers and employees will benefit from
Harcourt General's investment and commitment to being a major player in
educational services."
Sylvan Learning Systems, Inc. (NASDAQ: SLVN) has agreed to terminate
its previous merger agreement with NEC and will receive a payment of $30
million pursuant to that agreement.
Harcourt General's pending tender offer, which is not subject to
financing, is being amended to increase the offer to $21.00 per NEC share and
to extend the expiration date to 12:00 midnight on May 27, 1997.
The Company also announced that the Hart-Scott-Rodino antitrust
waiting period for the tender offer has expired. Consummation of the merger is
subject to customary terms and conditions.
Harcourt General, Inc. is a growth oriented operating company with
core businesses in publishing and specialty retailing. Its revenues in fiscal
1996 were $3.29 billion.
National Education Corporation had revenues of $288.8 million in
1996. Its 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 media-based learning products; and 83% ownership of Steck-Vaughn
Publishing Corporation, one of the largest publishers of supplemental education
materials.
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