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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WESTCOTT COMMUNICATIONS, INC.
(Name of Subject Company)
K-III ACQUISITION CORP.
K-III PRIME CORPORATION
K-III COMMUNICATIONS CORPORATION
(Bidder)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
95752F106
(CUSIP Number of Class of Securities)
BEVERLY C. CHELL, ESQ.
VICE CHAIRMAN, GENERAL COUNSEL AND SECRETARY
K-III COMMUNICATIONS CORPORATION
745 FIFTH AVENUE
NEW YORK, NEW YORK 10151
TELEPHONE: (212) 745-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
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COPY TO:
GARY I. HOROWITZ, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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<PAGE>
CUSIP No. 95752F106
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
K-III COMMUNICATIONS CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Indirectly through various wholly owned subsidiaries: 19,363,464*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.9%*
10. TYPE OF REPORTING PERSON
CO
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*As of the date of the reportable event, May 30, 1996.
<PAGE>
CUSIP No. 95752F106
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
K-III PRIME CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF, BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Indirectly through a wholly owned subsidiary: 19,363,464*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.9%*
10. TYPE OF REPORTING PERSON
CO
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*As of the date of the reportable event, May 30, 1996.
<PAGE>
CUSIP No. 957 52F 106
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
K-III ACQUISITION CORP.*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF, BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Directly: 19,363,464*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.9%*
10. TYPE OF REPORTING PERSON
CO
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* Shares owned as of the date of the reportable event, May 30, 1996.
<PAGE>
This Final Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 26, 1996 (as amended, the "Schedule 14D-1")
relating to the offer by K-III Acquisition Corp. (the "Purchaser"), a Texas
corporation and a direct, wholly owned subsidiary of K-III Prime Corporation
("K-III Prime"), a Delaware corporation and a direct, wholly owned subsidiary of
K-III Communications Corporation (the "Parent"), a Delaware corporation, to
purchase all of the outstanding shares of Common Stock, par value $.01 per share
(the "Shares"), of Westcott Communications, Inc., a Texas corporation (the
"Company"), at a purchase price of $21.50 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 April 26, 1996 (the "Offer to Purchase"), and in
the related Letter of Transmittal, (which, together with the Offer to Purchase,
constitute the "Offer"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned to them in the Schedule
14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On May 31, 1996, the Purchaser was merged with and into the Company, with
the Company continuing as the surviving corporation in the Merger. Because the
Purchaser had acquired at least 90 percent of the outstanding Shares, the Merger
was effected without a meeting of shareholders of the Company. As a result of
the Merger, the Company became an indirect wholly owned subsidiary of the Parent
and each outstanding Share (other than Shares held in the treasury of the
Company, Shares owned by the Purchaser, K-III Prime, the Parent or any direct or
indirect wholly owned subsidiary of the Parent or the Company and Shares owned
by dissenting shareholders) was cancelled, extinguished and converted into the
right to receive $21.50 per Share in cash, without interest thereon, less any
required withholding taxes. A copy of the Parent's press release announcing the
Merger is filed herewith as Exhibit (a)(12) and is incorporated herein by
reference.
The Parent has been informed that the Shares are no longer quoted on NASDAQ.
The Parent expects that registration of the Shares under the Exchange Act will
be terminated.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
As previously reported, the Offer expired at 12:00 midnight, New York City
time, on Wednesday, May 29, 1996. Based on a final count provided by the
Depositary, 19,363,464 Shares were validly tendered and acquired by the
Purchaser pursuant to the Offer. Such Shares represent approximately 97.9
percent of all outstanding Shares.
The information provided in this Final Amendment under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (12) Press release issued by Parent on June 3, 1996.
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SIGNATURE
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.
K-III COMMUNICATIONS CORPORATION
By: /s/ Beverly C. Chell
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Name: Beverly C. Chell
Title: Vice Chairman and
Secretary
K-III PRIME CORPORATION
By: /s/ Beverly C. Chell
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Name: Beverly C. Chell
Title: Vice Chairman and
Secretary
WESTCOTT COMMUNICATIONS, INC.,
as successor by merger to
K-III ACQUISITION CORP.
By: /s/ Beverly C. Chell
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Name: Beverly C. Chell
Title: Vice Chairman and
Secretary
Date: June 7, 1996
2
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EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
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(a)(12) Press release issued by the Parent on June 3, 1996.............
EXHIBIT (A)(12)
FOR IMMEDIATE RELEASE CONTACT: DAVID ADLER (212) 745-0177
- --------------------- INVESTOR RELATIONS (212) 745-1888
K-III COMPLETES MERGER
WITH WESTCOTT COMMUNICATIONS, INC.
NEW YORK, JUNE 3, 1996--K-III Communication Corporation [NYSE:KCC] today
announced that it has completed the merger of Westcott Communications, Inc. with
a wholly owned subsidiary of K-III.
The merger was the second step in a two-step acquisition. The first step, a
cash tender offer for all the outstanding shares of Westcott at $21.50 per
share, was completed on May 30, 1996. As a result of the merger, Westcott is now
a wholly owned subsidiary of K-III.
The merger results in the automatic conversion of the remaining Westcott
shares into the right to receive $21.50 per former Westcott share.
K-III Communications is a leading media company active in specialized
information, educational services and niche consumer and trade publications.
Some of its key brands include Channel One, Weekly Reader, Nelson Directories,
World Almanac, and Seventeen, Modern Bride, New York and Soap Opera Digest
magazines.
