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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 4 - FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 4 - FINAL AMENDMENT)
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 10, 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 4)
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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
1,000 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
100% of Common Stock
10. Type of Reporting Person
CO
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TENDER OFFER
This Amendment No. 4 (Final) to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 4 (Final) 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:
On November 5, 1997, Parent announced the acquisition of approximately
97% of the outstanding Shares of the Company pursuant to the Offer. On
November 7, 1997, Parent acquired beneficial ownership of the remaining
outstanding Shares of the Company through the merger of Purchaser with and
into the Company with the Company as the surviving corporation. Pursuant to
the merger, each share of the Company not previously acquired by Purchaser
pursuant to the Offer (other than shares held by Parent or its subsidiaries,
shares held by the Company in its treasury and shares held by stockholders who
exercise dissenters rights) was converted into the right to receive $25.50 in
cash, without interest. Each outstanding share of Purchaser was converted in
the merger into one share of common stock the surviving corporation.
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
10, 1997, a copy of which is filed as Exhibit (a)(11) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(11) Text of Press Release, dated November 10, 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 10, 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)(11) Text of Press Release, dated November 10, 1997
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FOR IMMEDIATE RELEASE
PEARSON PLC ANNOUNCES COMPLETION OF ACQUISITION
OF ALL AMERICAN COMMUNICATIONS, INC.
London, England (November 10, 1997) - Pearson plc (London Stock Exchange: PSON)
today announced the completion of its acquisition of All American
Communications, Inc. by the merger of Pearson's wholly owned subsidiary, Pearson
Merger Company, Inc. with and into All American. As previously announced,
Pearson Merger Company, Inc. acquired approximately 97% of the outstanding
shares of All American in a tender offer which expired on November 4, 1997.
Pursuant to the merger, All American has become a wholly owned subsidiary of
Pearson and each share of All American not previously purchased in the tender
offer, other than shares held by Pearson or its subsidiaries, by All American in
its treasury and by stockholders who exercise dissenters rights under Delaware
law, was converted into the right to receive $25.50 in cash.
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