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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. 1)
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)
JUNE 23, 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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6
This Amendment No. 1 amends and supplements the Statement on Schedule
13D filed on June 16, 1997 (as amended and supplemented, the "Schedule 13D")
for the event which occurred on June 5, 1997, 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 June 23,
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 4. Purpose of Transaction.
Items 4(a), (b) and (e) are amended and supplemented as follows:
On June 23, 1997, Harcourt delivered a letter (the "Harcourt Proposal")
to the independent directors (the "Independent Directors") of Steck-Vaughn
(Messrs. Jaffe, Justiz, Klein and Lind) in which Harcourt proposed, pursuant to
the Harcourt Agreement, to enter into a transaction pursuant to which NEC would
acquire the shares of Steck-Vaughn it does not already own, and the stockholders
of Steck-Vaughn (other than NEC and its affiliates) would receive $14.00 in cash
for each share of Common Stock. Such transaction would be effected through a
merger (the "Proposed Steck-Vaughn Merger") of Steck-Vaughn with a direct or
indirect subsidiary of NEC. The Harcourt Proposal is filed as Exhibit 99.3
hereto and incorporated herein by reference.
Although Harcourt's current intention is to consummate the Proposed
Steck-Vaughn Merger as soon as practicable, such consummation depends on a
number of factors and circumstances, including without limitation, compliance
with the terms of the Harcourt Agreement, and there can be no assurance that the
Proposed Steck-Vaughn Merger will be consummated or, if consummated, the timing
thereof. Neither Harcourt nor NEC can give any assurance as to whether, as a
result of information hereafter obtained by either Harcourt or NEC, changes in
general economic or market conditions or in the business of Steck-Vaughn, or
other presently unforeseen factors, the Proposed Steck-Vaughn Merger will be
approved by the Committee or whether the Proposed Steck-Vaughn Merger will be
delayed or abandoned. If for any reason the Proposed Steck-Vaughn Merger is not
consummated, Harcourt and NEC reserve the right, subject to the provisions of
the Harcourt Agreement, to acquire additional shares of Common Stock through
private purchases, market transactions, tender or exchange offers or otherwise
or, subject to any applicable legal restrictions, to dispose of any or all
shares of Common Stock acquired by Harcourt and NEC.
Item 4(d) is amended and supplemented as follows:
On June 23, 1997, the Board of Directors of Steck-Vaughn was
reconstituted to reflect the Harcourt ownership position. The Steck-Vaughn
Board now includes four Harcourt officers: Richard A. Smith, chairman and chief
executive officer; Robert A. Smith And Brian J. Knez, co-presidents; and John
R. Cook, senior vice president and chief financial officer. In addition,
the Independent Directors remain on the Board of Directors of Steck-Vaughn.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.3 Letter dated June 23, 1997 from Harcourt to
the Independent Directors.
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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: June 30, 1997
HARCOURT GENERAL, INC.
By: /s/ ERIC P. GELLER
------------------------------------
Eric P. Geller
Senior Vice President,
General Cousel
and Secretary
NATIONAL EDUCATION CORPORATION
By: /s/ ERIC P. GELLER
------------------------------------
Eric P. Geller
Vice President and Secretary
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Exhibit Index
Exhibit 99.3 Letter dated June 23, 1997 from Harcourt to the
Independent Directors.
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Exhibit 99.3
[HARCOURT GENERAL, INC. LETTERHEAD]
June 23, 1997
To the Independent Directors of
Steck-Vaughn Publishing Corporation:
As you know, Harcourt General, Inc. ("Harcourt") has recently completed
the acquisition of all of the outstanding shares of common stock of National
Education Corporation ("NEC") pursuant to a tender offer and merger transaction
with NEC. As a result of such transaction, Harcourt has become the indirect
owner of approximately 83% of the outstanding common stock of Steck-Vaughn
Publishing Corporation (the "Company").
Pursuant to an agreement dated as of May 30, 1997 (the "Agreement")
between the Company and Harcourt, we are writing to propose to the Board of
Directors of the Company a transaction pursuant to which NEC would acquire the
shares of the Company it does not already own, and the stockholders of the
Company (other than NEC and its affiliates) would receive $14.00 in cash for
each share of common stock.
We believe that this proposal presents an attractive opportunity for
your public stockholders to realize a price which represents a 33% premium over
the market price of the Company's common stock on April 15, 1997, the trading
day before Harcourt announced its intention to commence a tender offer for the
NEC shares and to acquire the Company shares not owned by NEC. We believe that
this price is at a level which both you and your stockholders should support.
Our proposal contemplates a merger of the Company with a direct or
indirect subsidiary of NEC. We believe that a mutually acceptable definitive
merger agreement containing provisions customary for transactions of this type
can be expeditiously negotiated and executed.
We fully recognize the interests of the public stockholders in the
Company. Accordingly, our proposed transaction would be subject to satisfaction
of the requirements set forth in the Agreement, including the approval of a
majority of the "disinterested directors" of the Company (as defined in the
Agreement) after the retention of such financial and legal advisors deemed
necessary or desirable by the disinterested directors. These requirements will
ensure that the interests of the Company's minority stockholders are protected
in our proposed transaction.
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HARCOURT GENERAL [LOGO]
Directors of Steck-Vaughn
Publishing Corporation
June 23, 1997
Page 2
We hope that we can proceed together promptly to allow the Company's
public stockholders to realize value for their shares to an extent not likely
to be available to them in the marketplace. As you know, Harcourt is required to
file a Schedule 13D with the Securities and Exchange Commission relating to its
indirect ownership of the common stock of the Company. We have been advised by
our counsel that, as a result of our proposal of this transaction, we will be
required by law to disclose this letter in such Schedule 13D and to make certain
related disclosures in such filing.
We look forward to discussing the foregoing with you soon.
Sincerely,
/s/ RICHARD A. SMITH
--------------------------
Richard A. Smith
Chairman and
Chief Executive Officer
Distribution:
Mr. Leonard W. Jaffe
Mr. Manuel J. Justiz
Michael R. Klein, Esq.
Mr. N. Colin Lind
