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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 16, 1997
NATIONAL EDUCATION CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6981 95-2774428
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
2601 Main Street, Suite 700, Irvine, California 92614
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (714) 474-9400
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(Former Name or Former Address, if Changed Since Last Report)
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Exhibit Index appears on Page 2
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Item 5. Other Events.
Attached hereto as Exhibit 99.1 is a copy of a News Release issued on
behalf of the Registrant commenting on Harcourt General, Inc.'s announcement
that it intends to commence a cash tender offer for all of the common stock of
the Registrant at $19.50 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is attached to this Current
Report on Form 8-K:
Sequential
Exhibit No. Description Page Start
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99.1 News Release 3
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 hereunto duly authorized.
NATIONAL EDUCATION CORPORATION
(Registrant)
Date: April 24, 1997 By: /s/ Philip C. Maynard
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Philip C. Maynard, Vice President
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Exhibit 99.1
National Education Corporation News
2601 MAIN STREET
IRVINE, CALIFORNIA 92614-6220
TELEPHONE 714/474-9400
FAX 714/474-9495
Contact: Connie McCluskey
Director-Investor Relations
714-474-9483
NATIONAL EDUCATION COMMENTS ON HARCOURT GENERAL
PROPOSAL TO COMMENCE TENDER OFFER
Irvine, Calif., April 16, 1997 -- National Education Corporation (NYSE:NEC)
said today it had received an unsolicited letter from Harcourt General, Inc.
(NYSE:H) indicating its intention to commence a cash tender offer for all of
the common stock of National Education at $19.50 per share. The board of
directors of National Education will meet in due course to evaluate the
Harcourt General proposal and will advise shareholders as to its conclusion.
If Harcourt General commences an offer, it will remain open for twenty business
days, and accordingly, there is no need for any National Education shareholders
to take any action at this time.
National Education Corporation generated revenue of $288.8 million in
1996. Its operations include ICS Learning Systems, the world's largest and
most established provider of distance education in vocational, academic and
professional studies; National Education Training Group (NETG), the global
leader in Information Technology interactive media-based learning products; and
an 83 percent ownership of Steck-Vaughn Publishing Corporation (NASDAQ: STEK),
one of the country's largest publishers of supplemental education materials
which addresses instructional needs from childhood through adulthood.
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