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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
STECK-VAUGHN PUBLISHING CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
63577110
(CUSIP Number)
ERIC P. GELLER
HARCOURT GENERAL, INC.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
27 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02167
TELEPHONE: (617) 232-8200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
SEPTEMBER 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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This Amendment No. 3 amends and supplements the Statement on Schedule
13D filed on June 16, 1997, as amended and supplemented by Amendment No. 1 to
the Statement on Schedule 13D, filed June 30, 1997, and Amendment No. 2 to the
Statement on Schedule 13D, filed July 10, 1997 (as amended and supplemented, the
"Schedule 13D") for the events which occurred on June 5, 1997, June 23, 1997,
and July 1, 1997, respectively, and is being filed by Harcourt General, Inc., a
Delaware corporation ("Parent" or "Harcourt"), and National Education
Corporation, a Delaware corporation and wholly-owned subsidiary of Parent
("NEC"), to report the event which occurred on September 5, 1997 relating to
the outstanding Common Stock, $.01 par value (the "Common Stock"), of
Steck-Vaughn Publishing Corporation, a Delaware corporation ("Steck-Vaughn").
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings assigned to them in the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended and supplemented as follows:
On September 5, 1997, following negotiations between representatives of
the Independent Directors and Harcourt, the Independent Directors met and
unanimously approved a transaction in which Harcourt would purchase the
publicly-held shares of Common Stock it does not own for $14.75 per share in
cash. The consummation of such transaction is subject to the finalization of a
definitive merger agreement which must be approved by the Independent Directors
and the Board of Directors of Steck-Vaughn and Harcourt. Once the
definitive merger agreement is approved, the plan will be subject to approval
by a majority of Steck-Vaughn shareholders. Because Harcourt General already
owns 82% of the Steck-Vaughn shares and will vote those shares in favor of the
transaction, that approval is assured.
On September 8, 1997, Harcourt issued a press release, the full text of
which is set forth in Exhibit 99.5 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.5 Press release, dated September 8, 1997, of Harcourt.
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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: September 9, 1997
HARCOURT GENERAL, INC.
By: /s/ ERIC P. GELLER
------------------------------------
Eric P. Geller
Senior Vice President,
General Counsel and Secretary
NATIONAL EDUCATION CORPORATION
By: /s/ ERIC P. GELLER
------------------------------------
Eric P. Geller
Vice President and Secretary
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Exhibit Index
Exhibit 99.5 Press release, dated September 8, 1997, of Harcourt.
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Exhibit 99.5
HARCOURT GENERAL, INC.
27 Boylston Street
Chestnut Hill, MA 02167
Tel. (617) 232-8200
News Release
Contact Peter Farwell
Vice President
Corporate Relations
(617) 232-8200 FOR IMMEDIATE RELEASE
HARCOURT GENERAL REACHES AGREEMENT
----------------------------------
TO ACQUIRE OUTSTANDING STECK-VAUGHN SHARES
------------------------------------------
CHESTNUT HILL, MA., September 8, 1997 -- Harcourt General, Inc.
(NYSE:H) announced today that it had completed price negotiations with the
independent directors of Steck-Vaughn Publishing Corporation (NASDAQ:STEK) who
approved a transaction in which Harcourt General will purchase the
publicly-held Steck-Vaughn shares it does not already own for $14.75 per share
in cash. Harcourt General acquired ownership of approximately 82% of
Steck-Vaughn's common stock when it completed a merger with National Education
Corporation in June.
Steck-Vaughn has approximately 3.4 million publicly held common and
common equivalent shares outstanding, giving the transaction a total value of
approximately $42.8 million.
Harcourt General said that consummation of the transaction is subject
to the finalization of a definitive merger agreement which must be approved by
the Steck-Vaughn independent directors and Harcourt General. Once the
definitive merger agreement is approved, the plan will be subject to approval
by a majority vote of Steck-Vaughn shareholders. Because Harcourt General
already owns 82% of the Steck-Vaughn shares and will vote those shares in
favor of the transaction, that approval is assured.
Harcourt General estimated that the merger process, including required
filings with the Securities and Exchange Commission, would take several months
to complete.
Harcourt General is a leading global multiple-media publisher and
service provider to established educational, trade and professional markets as
well as to emerging for-profit educational, career-training and assessment
markets. The Company is also a leading specialty retailer through its 53%
controlling interest in The Neiman Marcus Group (NYSE:NMG).
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