<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
STECK-VAUGHN PUBLISHING CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
63577110
(CUSIP Number)
ERIC P. GELLER
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)
JANUARY 30, 1998
(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).
<PAGE> 2
2
This Amendment No. 5 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 in September 9, 1997, and Amendment No. 4 to
the Statement on Schedule 13D, filed on September 29, 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 26, 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 January 30, 1998 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 January 30, 1998 the merger (the "Merger") of SV Acquisition
Corporation, a Delaware corporation ("Acquisition"), with and into Steck-Vaughn
Publishing Corporation, a Delaware corporation ("Steck-Vaughn"), contemplated
by the Agreement and Plan of Merger dated as of September 29, 1997 among
Steck-Vaughn, Harcourt General, Inc., a Delaware corporation ("Harcourt"),
National Education Corporation, a Delaware corporation and a wholly-owned
subsidiary of Harcourt ("NEC"), and Acquisition, a wholly-owned subsidiary of
NEC, was consummated. On January 30, 1998 Harcourt issued a press release
announcing the consummation of the Merger. A copy of such press release is set
forth in Exhibit 99.7 and incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Exhibit 99.7 Press release dated January 30, 1998 of Harcourt.
<PAGE> 3
3
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: February 3, 1998
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> 1
[HARCOURT GENERAL LETTERHEAD]
Exhibit 99.7
Contact Tim King News Release
Director
Corporate Relations
(617) 232-8200 FOR IMMEDIATE RELEASE
HARCOURT GENERAL COMPLETES
STECK-VAUGHN MERGER
CHESTNUT HILL, Mass., January 30, 1998 -- Harcourt General, Inc. (NYSE:H)
announced today that it has completed the previously announced merger with
Steck-Vaughn Publishing Corporation (NASDAQ:STEK), a publisher of
supplementary educational materials headquartered in Austin, Texas.
Harcourt General acquired approximately 82 percent of Steck-Vaughn's
outstanding common stock when it purchased National Education Corporation last
June. To complete this merger, the Company has acquired the remaining
Steck-Vaughn shares for $14.75 per share, or a total of approximately $42.8
million.
Harcourt General, Inc. 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).
# # #
