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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 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 May 12, 1997, following negotiations between representatives of the
Company and the Parent, the Company, the Purchaser and the Parent executed an
Agreement and Plan of Merger dated as of May 12, 1997 (the "Merger Agreement").
On May 13, 1997, the Company and the Parent issued a joint press release
announcing execution of the Merger Agreement. A copy of such press release is
set forth as Exhibit (a)(11) and is 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 provided in this Amendment No. 2 under Item 3 is hereby
incorporated by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The information provided in this Amendment No. 2 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)(11) Joint Press Release issued by the Parent and the Company on May 13,
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 13, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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<S> <C> <C>
11(a)(11) Joint Press Release issued by the Parent and the Company on May 13,
1997......................................................................
</TABLE>
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<TABLE>
<S> <C> <C>
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
</TABLE>
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 12 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.
