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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALL AMERICAN COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
PEARSON MERGER COMPANY, INC.
PEARSON PLC
(BIDDERS)
COMMON STOCK, $.0001 PAR VALUE
AND
CLASS B COMMON STOCK, $.0001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
016480105 (COMMON STOCK)
016480204 (COMMON STOCK)
016480402 (CLASS B COMMON STOCK)
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID M. VEIT
PEARSON INC.
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(212) 713-1919
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
MICHAEL S. HOBEL
ROBERT D. HAYMER
O'MELVENY & MYERS LLP
1999 AVENUE OF THE STARS, SUITE 700
LOS ANGELES, CALIFORNIA 90067
(310) 553-6700
November 5, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $310,314,779
AMOUNT OF FILING FEE $62,063
* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of 7,019,557 Shares of Common Stock, $.0001
par value, and 5,149,650 Shares of Class B Common Stock, $.0001 par value
(collectively, the "Shares") of All American Communications, Inc. (the
"Company") at a price per Share of $25.50 in cash (the "Offer Price"). Such
number of Shares represents all the Shares outstanding as of September 30,
1997. Such number does not include any Shares issuable upon exercise of
employee stock options or warrants.
[X]Check 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: $62,063 Filing party: Pearson Merger Company,
Inc./Pearson plc
Form or registration no.: Schedule 14D-1/Schedule 13D Date filed: October 7,
1997
(Continued on following pages)
(Exhibit Index is located on Page 5)
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14D-1 AND 13D
CUSIP No. 016480105 (Common Stock)
CUSIP No. 016480204 (Common Stock)
CUSIP No. 016480402 (Common Stock)
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1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
PEARSON MERGER COMPANY, INC
2. Check the Appropriate Box if a Member of a Group
(a) /x/
(b) / /
3. SEC Use Only
4. Sources of Funds
WC, AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
11,862,003 shares of Common Stock
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
Approximately 97% Common Stock
10. Type of Reporting Person
CO
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14D-1 AND 13D
CUSIP No. 016480105 (Common Stock) Page 3
CUSIP No. 016480204 (Common Stock)
CUSIP No. 016480402 (Class B Common Stock)
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1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
PEARSON plc
2. Check the Appropriate Box if a Member of a Group
(a) /x/
(b) / /
3. SEC Use Only
4. Sources of Funds
WC, BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f)
/ /
6. Citizenship or Place of Organization
ENGLAND
7. Aggregate Amount Beneficially Owned by Each Reporting Person
11,862,003 shares of Common Stock
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
Approximately 97% Common Stock
10. Type of Reporting Person
CO
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TENDER OFFER
This Amendment No. 3 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 3 to Schedule 13D amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D originally filed on October 7,
1997 (the "Schedule 14D-1") by Pearson Merger Company, Inc., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Pearson plc, a
corporation incorporated under the laws of England ("Parent"), relating to the
tender offer by Purchaser to purchase all outstanding Shares of Common Stock,
par value $.0001 per share (the "Common Stock") and all outstanding shares of
Class B Common Stock, par value $.0001 per share (the "Class B Common Stock,"
and together with the Common Stock, the "Shares"), of All American
Communications, Inc., a Delaware corporation (the "Company"), at $25.50 per
Share, net to the seller in cash, on the terms and subject to the conditions
set forth in the Offer to Purchase dated October 7, 1997 and in the related
Letter of Transmittal. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Schedule 14D-1. Parent and Purchaser
hereby amend and supplement the Schedule 14D-1 as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the
following:
At 12:00 midnight, New York City time, on Tuesday, November 4, 1997 the
Offer expired. Based on a preliminary count, approximately 6,752,732 shares of
Common Stock and 5,109,271 shares of Class B Common Stock were tendered
pursuant to the Offer, of which 98,872 shares of Common Stock and 30,027
Shares were of Class B Common Stock, respectively, were tendered pursuant to
notices of guaranteed delivery. On November 5, 1997, all Shares validly
tendered and not withdrawn prior to the expiration of the Offer were accepted
for payment. Upon such acceptance, each share of Class B Common Stock
automatically converted into one share of Common Stock. The acceptance of such
tendered Shares resulted in Purchaser owning approximately 97% of the
outstanding Shares. A copy of a press release announcing the expiration of the
Offer and the acceptance for payment of validly tendered Shares is attached
hereto as Exhibit (a)(10) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended and supplemented by incorporating by reference
therein the press release issued jointly by Parent and the Company on November
5, 1997, a copy of which is filed as Exhibit (a)(10) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release, dated November 5, 1997.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: November 5, 1997
Pearson plc
/s/ John Davis
By:__________________________________
Name: John Davis
Title: Authorized Signatory
Pearson Merger Company, Inc.
/s/ John Davis
By:__________________________________
Name: John Davis
Title: Vice President
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
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(a)(10) Text of Press Release, dated November 5, 1997
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FOR IMMEDIATE RELEASE
PEARSON PLC AND ALL AMERICAN COMMUNICATIONS, INC.
ANNOUNCE COMPLETION OF TENDER OFFER
London, England and Santa Monica, California (November 5, 1997) - Pearson plc
(London Stock Exchange: PSON) and All American Communications, Inc. (Nasdaq:
AACI/AACIB) today announced completion by Pearson's wholly owned subsidiary,
Pearson Merger Company, Inc., of its cash tender offer for all of All American's
outstanding shares at $25.50 per share.
The offer expired at 12:00 midnight, New York City Time, on Tuesday, November 4,
1997. Based upon a preliminary count, 11,858,173 shares of All American had been
validly tendered and not withdrawn, constituting approximately 97% of the
aggregate outstanding shares of All American. Pearson Merger Company, Inc. has
accepted for purchase all shares validly tendered and not withdrawn prior to the
expiration of the offer.
As soon as practicable, Pearson Merger Company, Inc. will merge with and into
All American and each share of All American not previously purchased in the
tender offer (other than shares held by stockholders who exercise dissenters
rights under Delaware law) will be converted into the right to receive $25.50 in
cash.
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