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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
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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>
This Amendment No. 2 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 28, 1996, the Parent issued a press release announcing that
the Purchaser has extended the period during which the Offer will remain open
to 12:00 Midnight, New York City time, on Wednesday, May 29, 1996. The full text
of the press release is set forth in Exhibit 11(a)(10) and is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information set forth in Item 5 is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (10) Press release issued by Parent on May 28, 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
K-III ACQUISITION CORP.
By: /s/_Beverly C. Chell
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Name: Beverly C. Chell
Title: Senior Vice President and
Secretary
Date: May 28, 1996
2
EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE CONTACT: BRAD BEATTY (212) 745-0635
K-III EXTENDS TENDER OFFER THROUGH MAY 29, 1996
New York, May 28, 1996--K-III Communications Corporation [NYSE-KCC]
announced today that it has extended the period during which its tender offer
for shares of Westcott Communications, Inc. common stock will remain open to
12:00 midnight, New York City time, on Wednesday, May 29th, 1996.
As of the close of business on May 25, 1996, approximately 18,717,817 shares
of Westcott common stock had been physically delivered to the depositary, The
Bank of New York, tendered in connection with the offer; however, only 9,571,273
of the shares could be reconciled by the depositary to the stockholder records
of Westcott's transfer agent. Because of the holiday weekend the offer has
been extended to 12:00 midnight, New York City time, on Wednesday, May 29, 1996,
to give the depositary adequate time to reconcile its records with those of the
transfer agent.
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.
