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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
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NATIONAL COMPUTER SYSTEMS, INC.
(Name of subject company (issuer))
PN ACQUISITION SUBSIDIARY INC.
PEARSON PLC
(Names of filing persons (offerors))
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COMMON STOCK, PAR VALUE $0.03 PER SHARE
Including the Associated Preferred Stock Purchase Rights
(Title of Class of Securities)
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635519101
(CUSIP Number of Class of Securities)
GARY RINCK, ESQ.
PEARSON PLC
3 BURLINGTON GARDENS
LONDON W1X 1LE
TELEPHONE 44-20-7411-2000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
COPIES TO:
CHARLES E. ENGROS, ESQ.
STEVEN A. NAVARRO, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
TELEPHONE: (212) 309-6000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$2,521,914,426.20 $504,382.89
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* For purposes of calculating the filing fee only, this calculation assumes
(i) the purchase of 32,770,239 shares of common stock of National Computer
Systems, Inc., including the associated preferred stock purchase rights
(together, the "Shares") at the tender offer price of $73.00 per Share and
(ii) payments to holders of options that are vested and cancelled in an
amount per option equal to the difference between (a) $73.00 and (b) the
applicable exercise price, based on 2,794,978 outstanding options with an
average weighted exercise price of $26.60.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the form or schedule and the date of its filing.
Amount Previously Paid:..............$504,382.89
Form or Registration No.:.............Schedule TO
Filing Party:...............PN Acquisition Subsidiary Inc. and Pearson plc
Date Filed:.................August 7, 2000
/ / Check the box if the filing relates to preliminary communications made
before the commencement of a tender offer.
/ / Check the appropriate boxes below to designate any transactions to which
the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13d under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: //
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO (as amended and supplemented, the "Schedule TO") filed with the
Securities and Exchanges Commission on August 7, 2000, as amended by Amendment
No. 1 filed on August 21, 2000, by PN Acquisition Subsidiary Inc., a Minnesota
corporation (the "Purchaser") and a wholly owned indirect subsidiary of Pearson
plc, a public limited company registered in England and Wales ("Parent"). The
Schedule TO relates to the offer by the Purchaser to purchase all the
outstanding shares of common stock, par value $0.03 per share (the "Common
Stock"), of National Computer Systems, Inc., a Minnesota corporation (the
"Company"), including the associated preferred stock purchase rights (the
"Rights"), issued pursuant to the Second Amended and Restated Rights Agreement,
dated as of December 8, 1998, between National Computer Systems, Inc. and
Norwest Bank Minnesota, N.A., as amended (the Common Stock and the Rights
together are referred to herein as the "Shares"), at a purchase price of $73.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated August 7,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal.
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
The last paragraph of Section 14 of the Offer to Purchase ("Certain
Conditions of the Offer") is deleted in its entirety and replaced with the
following:
"The foregoing conditions are for the sole benefit of the Purchaser and
Parent. Prior to the expiration of the Offer, Parent or the Purchaser may
assert one or more of the foregoing conditions, regardless of the
circumstances giving rise to any such condition, or may waive the foregoing
conditions, in whole or in part, in their sole discretion. The failure by
Parent, the Purchaser or any other affiliate of Parent to exercise any of
the foregoing rights shall not be deemed a waiver of any such right; the
waiver of any such right with respect to particular facts and circumstances
shall not be deemed a waiver with respect to any other facts and
circumstances; and each such right shall be deemed an ongoing right that
may be asserted at any time and from time to time prior to the expiration
of the Offer.
ITEM 12. EXHIBITS.
Exhibit
Number Description
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*(a)(1)(A) -- Offer to Purchase dated August 7, 2000.
*(a)(1)(B) -- Letter of Transmittal.
*(a)(1)(C) -- Notice of Guaranteed Delivery.
*(a)(1)(D) -- Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(E) -- Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(F) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*(a)(1)(G) -- Press Release issued by Parent on July 31, 2000; Press Release
Issued by the Company on July 31, 2000; and Memorandum from
Marjorie Scardino, Chief Executive of Parent, to employees of
the Company dated July 31, 2000.
*(a)(1)(H) -- Summary Advertisement published August 7, 2000.
*(a)(1)(I) -- Press Release issued by Parent on August 21, 2000.
*(b)(1) -- Copy of underwriting agreement dated July 31, 2000, between
Parent, Goldman Sachs International and Cazenove & Co.
*(b)(2) -- Form of Amending Agreement to Underwriting Agreement between
Parent, Goldman Sachs International and Cazenove & Co.
*(d)(1) -- Agreement and Plan of Merger, dated as of July 30, 2000, among
Parent, the Purchaser and the Company.
*(d)(2) -- Amendment No. 1 to Agreement and Plan of Merger, dated as of
August 4, 2000, among Parent, the Purchaser and the Company.
*(d)(3) -- Confidentiality Agreement, dated June 14, 2000, between Pearson
Education, Inc. and the Company.
(g) -- Not Applicable.
(h) -- Not Applicable.
* Previously filed
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SIGNATURES
AFTER DUE 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.
PN ACQUISITION SUBSIDIARY INC.
By: /s/ John Makinson
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Name: John Makinson
Title: President and Treasurer
PEARSON PLC
By: /s/ Marjorie Scardino
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Name: Marjorie Scardino
Title: Chief Executive
Dated: August 31, 2000
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INDEX TO EXHIBITS
Exhibit
Number Document
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*(a)(1)(A) Offer to Purchase dated August 7, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Press Release issued by Parent on July 31, 2000; Press
Release Issued by the Company on July 31, 2000; and
Memorandum from Marjorie Scardino, Chief Executive of Parent,
to employees of the Company dated July 31, 2000.
*(a)(1)(H) Summary Advertisement published August 7, 2000.
*(a)(1)(I) Press Release issued by Parent on August 21, 2000.
*(b)(1) Copy of underwriting agreement dated July 31, 2000, between
Parent, Goldman Sachs International and Cazenove & Co..
*(b)(2) Form of Amending Agreement to Underwriting Agreement between
Parent, Goldman Sachs International and Cazenove & Co.
*(d)(1) Agreement and Plan of Merger, dated as of July 30, 2000,
among Parent, the Purchaser and the Company.
*(d)(2) Amendment No. 1 to Agreement and Plan of Merger, dated as of
August 4, 2000, among Parent, the Purchaser and the Company.
*(d)(3) Confidentiality Agreement, dated June 14, 2000, between
Pearson Education, Inc. and the Company.
(g) Not applicable.
(h) Not applicable.
* Previously filed
