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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. 4)
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 26, 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. 4 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, Amendment No. 2 to the
Statement on Schedule 13D, filed July 10, 1997, and Amendment No. 3 to the
Statement on Schedule 13D, filed September 9, 1997 (as amended and
supplemented, the "Schedule 13D") for the events which occurred on June 5,
1997, June 23, 1997, July 1, 1997, and September 5, 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 26, 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 26, 1997, following negotiations between representatives of
the Independent Directors and Harcourt, Steck-Vaughn, Harcourt, NEC and a
wholly-owned subsidiary of Harcourt executed an Agreement and Plan of Merger
dated as of September 29, 1997 (the "Merger Agreement"). On September 26, 1997,
Harcourt issued a press release announcing the transaction. A copy of such
press release is set forth in Exhibit 99.6 and incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.6 Press release, dated September 26, 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 29, 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 99.6 Press release, dated September 26, 1997, of Harcourt.
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Exhibit 99.6
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 SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
------------------------------------------------------
REMAINING SHARES OF STECK-VAUGHN PUBLISHING CORPORATION
-------------------------------------------------------
FOR $14.75 IN CASH
------------------
CHESTNUT HILL, MA., September 26, 1997 -- Harcourt General, Inc. and
Steck-Vaughn Publishing Corporation today announced a definitive merger
agreement under which Harcourt General will acquire the publicly held Steck-
Vaughn shares it does not already own for $14.75 per share in cash in a merger
transaction. Harcourt General acquired ownership of approximately 82% of Steck-
Vaughn's common stock when it completed a merger with National Education
Corporation in June. Both boards of directors, including a Special Committee of
the Steck-Vaughn Board of Directors, have approved the transaction, valued at
approximately $41.5 million.
Consummation of the merger, which is subject to customary terms and
conditions, is expected by the end of the calendar year.
Steck-Vaughn is one of the largest publishers of supplemental education
materials in the world.
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.
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