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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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) 232-6200
(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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 21, 1997 (as amended, 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 a
purchase price of $19.50 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 21, 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On April 25, 1997, Richard A. Smith, Chairman and Chief Executive Officer
of Harcourt, Robert A. Smith, President and Co-Chief Executive Officer of
Harcourt, John R. Cook, Senior Vice President and Chief Financial Officer of
Harcourt, and Robert L. Friedman of Simpson Thacher & Bartlett, counsel to
Harcourt, met with Richard C. Blum and Frederic V. Malek, members of the Board
of Directors of the Company, to explore the possibility of a negotiated
acquisition transaction between Harcourt and the Company. Although Mr. Richard
Smith indicated a possible willingness to increase Harcourt's pending offer from
$19.50 to $20.25 per Share in order to secure a negotiated transaction, Messrs.
Blum and Malek indicated their doubt that the Board of Directors of the Company
would endorse a revised Harcourt offer at $20.25 per Share.
On the evening of April 29, 1997, Messrs. Richard Smith and Blum discussed
further on a telephone conversation the possibility of a negotiated acquisition
transaction between Harcourt and the Company at a price of, but in no event more
than, $21 per Share subject to confirmatory due diligence by Harcourt.
On April 30, 1997, several telephone conversations occurred between
representatives of Harcourt and its legal advisors and representatives of the
Company and its legal advisors relating to a possible negotiated acquisition
transaction between Harcourt and the Company at a price of, but in no event more
than, $21 per Share, subject to confirmatory due diligence by Harcourt to be
completed during the following week.
On May 1, 1997, following a meeting of the Company's Board of Directors at
which the Board agreed to permit Harcourt to conduct confirmatory due diligence
during the next week, Harcourt and the Company entered into a confidentiality
agreement.
On May 1, 1997, Harcourt issued a press release, the full text of which is
set forth in Exhibit 11(a)(10) and incorporated herein by reference.
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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:
The information in this Amendment No. 1 under Item 3 is hereby incorporated
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press Release issued by the Parent on May 1, 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
NICK ACQUISITION CORPORATION
By: /s/ ERIC P. GELLER
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Name: Eric P. Geller
Title: Vice President and Secretary
Date: May 1, 1997
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11(a)(10) Press Release issued by the Parent on May 1,1997..........................
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EXHIBIT 11(A)(10)
H A R C O U R T
G E N E R A L
HARCOURT GENERAL, INC.
27 BOYLSCON STREET, CHESTNUT HILL, MA 02167
TEL 617 232 8200
Contact Peter Farwell News Release
Vice President George Sard or Anna Cordasco
Corporate Relations Sard Verbinnen & Co.
(617) 232-8200 (212) 687-8080
FOR IMMEDIATE RELEASE
HARCOURT GENERAL IN NEGOTIATIONS WITH
NATIONAL EDUCATION CORPORATION
CHESTNUT HILL, MA, May 1, 1997 -- Harcourt General, Inc. (NYSE:H) announced
today that it was engaged in negotiations with National Education Corporation
(NYSE:NEC) concerning an acquisition transaction based on a per share price of,
but in no event more than, $21.00. Pursuant to the contemplated transaction,
Harcourt General would increase its present offer to purchase all NEC shares to
$21.00 per share. This transaction is subject to confirmatory due diligence by
Harcourt General to be completed during the next week. The NEC Board has agreed
to permit Harcourt General to conduct this due diligence pursuant to a standard
confidentiality agreement. Harcourt General said that there can be no assurance
that such discussions will lead to an acceptable transaction or that any such
transaction will be approved by the board of directors of Harcourt General or
NEC. If these negotiations are not successful, Harcourt General will continue
its offer to purchase all NEC shares at $19.50 per share.
Harcourt General, Inc. is a growth-oriented operating company with core
businesses in publishing and specialty retailing.
