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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. 2)
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)
JULY 1, 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. 2 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 (as amended and supplemented,
the "Schedule 13D") for the events which occurred on June 5, 1997, and June 23,
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 July 1, 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:
Pursuant to an Agreement (the "Fair Value Agreement") entered into on July
1, 1997 among Harcourt, Steck-Vaughn and the Independent Directors, Harcourt
agreed that it would not attempt to effectuate any transaction contemplated by
the Harcourt Agreement pursuant to which Harcourt would acquire any Common Stock
of Steck-Vaughn not now owned by it at a price less than the fair value, as
determined in accordance with Section 262 of the Delaware General Corporation
Law, as of May 30, 1997. In connection with the Fair Value Agreement, certain
executive officers of Harcourt were elected to positions as executive officers
of Steck-Vaughn.
The Fair Value Agreement is filed as Exhibit 99.4 hereto and
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.4 Agreement entered into July 1, 1997, among Harcourt,
Steck-Vaughn and 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: July 10, 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
<PAGE> 4
Exhibit Index
Exhibit 99.4 Agreement entered into July 1, 1997, among Harcourt,
Steck-Vaughn and the Independent Directors.
<PAGE> 1
Exhibit 99.4
WHEREAS, Harcourt General, Inc. ("HGI") has acquired the 83% of
Steck-Vaughn Publishing Company ("SVPC") previously owned by National Education
Corporation ("NEC");
WHEREAS, HGI intends, consistent with the May 30, 1997 agreement with
SVPC, to effectuate a merger to cash out the holders of shares of common stock
of SVPC not held by HGI and to that effect has delivered to the Independent
Committee of Disinterested Directors of the Board of SVPC ("Independent
Committee") a merger proposal to acquire such shares at $14.00 per share;
WHEREAS, the Independent Committee expects diligently to examine the
merger proposal and to respond promptly consistent with the fiduciary duties of
its members;
WHEREAS, pending that merger, HGI wishes to have its senior executives
promptly elected to replace the current senior executives of SVPC in order to
begin implementing its business plans for SVPC;
WHEREAS, the directors of SVPC other than those who are HGI affiliates,
acting for the benefit of the SVPC shareholders other than HGI, are willing to
elect the HGI officers to the SVPC positions upon receipt of certain assurances
to protect the interest of the holders of the shares of SVPC not currently
owned by HGI or its affiliates;
WHEREAS HGI has assured those SVPC directors that it is willing to
assume the risk of a diminution in value that might be attributable to the
decisions of its officers;
NOW THEREFORE, BASED UPON THE FOREGOING, IT IS AGREED AMONG HGI, SVPC,
AND THE DIRECTORS OF SVPC WHO ARE UNAFFILIATED WITH HGI, ACTING SOLELY FOR THE
BENEFIT OF THE SHAREHOLDERS OF SVPC OTHER THAN HGI, AS FOLLOWS:
1. HGI agrees:
a. that it will not attempt to effectuate any transaction(s)
contemplated by the May 30, 1997 agreement with SVPC pursuant
to which it would acquire any SVPC shares not now owned by it
at a price less than the fair value (as defined below) of SVPC
shares as of May 30, 1997; and
b. that the Special Committee of SVPC created pursuant to the
agreement of May 30, 1997 between HGI and SVPC may use May 31,
1997 as the date as of which to determine the minimum fair
market value of the minority interest in SVPC, and
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c. that if, after the Independent Committee of SVPC approves as fair
a merger transaction involving an affiliate of HGI, any shareholder(s)
ultimately pursue appraisal rights after its consummation, HGI will not
contest an assertion in the appraisal proceeding that the fair value
(as defined below) of SVPC should not be less than it was as of May 30,
1997; and
c. "Fair value" as used herein shall be identical to that term as
used in 8 Del. C. Sec. 262(h).
2. In consideration of the foregoing agreements, the directors of SVPC not
affiliated with HGI agree promptly to accept the resignation of all current
officers of SVPC, and to vote to elect the following to replace the current
officers of SVPC:
<TABLE>
<S> <C>
Richard A. Smith Chairman of the Board and Chief Executive Officer
Brian J. Knez President
John R. Cook Senior Vice President & Chief Financial Officer
Eric P. Geller Senior Vice President, General Counsel and Secretary
James P. Levy Vice President and Chief Operating Officer
Peter Farwell Vice President - Corporate Relations
Paul F. Gibbons Vice President and Treasurer
Gerald T. Hughes Vice President - Human Resources
Michael Panutich Vice President - General Auditor
Stephen C. Richards Vice President and Controller
Robert A. Licht Assistant Secretary
Phillip C. Maynard Assistant Secretary
Robert R. Holmen Assistant Secretary
</TABLE>
/s/ Eric Geller Unaffiliated Directors of Steck
- --------------------------- Vaughn Publishing Company
For Harcourt General, Inc.
Senior Vice President,
General Counsel and Secretary
/s/ Eric Geller /s/ Leonard W. Jaffe
- --------------------------- ------------------------------------
For Steck Vaughn Publishing
Company
Senior Vice President,
General Counsel and Secretary /s/ Manuel J. Justiz
------------------------------------
Manuel J. Justiz
/s/ N. Colin Lind
------------------------------------
N. Colin Lind
/s/ Michael R. Klein
------------------------------------
Michael R. Klein
