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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
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
OCTOBER 31, 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 3)
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TENDER OFFER
This Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 2 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 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 October
24, 1997, a copy of which is filed as Exhibit (a)(9) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) Text of Press Release, dated October 31, 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.
Dated: October 31, 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)(9) Text of Press Release, dated October 31, 1997
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FOR IMMEDIATE RELEASE
PEARSON PLC AND ALL AMERICAN COMMUNICATIONS, INC.
ANNOUNCE APPROVAL OF GERMAN FEDERAL CARTEL OFFICE
AND AGGREGATE NUMBER OF SHARES TENDERED TO DATE
London, England and Santa Monica, California (October 31, 1997) -- Pearson plc
(London Stock Exchange: PSON) and All American Communications, Inc. (Nasdaq:
AACI/AACIB) today announced the receipt of the required approval from the German
Federal Cartel Office with respect to Pearson's cash tender offer for all
outstanding shares of All American's Common Stock and Class B Common Stock at
$25.50 per share.
The offer is scheduled to expire at 12:00 midnight, New York City Time, on
Tuesday, November 4, 1997, unless extended. The Board of Directors of All
American has unanimously recommended that stockholders accept the offer and
tender their shares pursuant to the offer.
Before commencing the offer on October 7, 1997, certain stockholders of All
American agreed with Pearson to tender approximately 49% of the outstanding
shares of All American. Such stockholders recently tendered all of their shares
into the offer. According to ChaseMellon Shareholders Services, LLC, depositary
for the tender offer, at the close of business on October 29, 1997, 4,607,773
shares of Common Stock and 3,196,750 shares of Class B Common Stock of All
American had been validly tendered and not withdrawn, constituting approximately
64% of the aggregate outstanding shares of All American.
The Dealer-Manager for the offer is Lazard Freres & Company, LLC, and questions
may be addressed to them at (212) 632-6000. The Information Agent for the offer
is D.F. King & Company, Inc., and questions may be addressed to them at (800)
755-3105.
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