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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. 3
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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. 3 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Wednesday, May
29, 1996. The Parent announced that according to the Depositary, approximately
19,363,464 Shares (including approximately 38,496 Shares tendered by Notices of
Guaranteed Delivery) have been validly tendered and not properly withdrawn
pursuant to the Offer. Such Shares represent approximately 97 percent of all
outstanding Shares. The Purchaser has accepted for payment the tendered and
accepted Shares at the purchase price of $21.50 per Share. A copy of the
Parent's press release is filed herewith as Exhibit (a)(11) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a) (11) Press release issued by Parent on May 30, 1996.
</TABLE>
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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
______________________
Name: Beverly C. Chell
_______________________
Title: Vice Chairman and
Secretary
K-III PRIME CORPORATION
By: /s/ Beverly C. Chell
______________________
Name: Beverly C. Chell
_______________________
Title: Vice Chairman and
Secretary
K-III ACQUISITION CORP.
By: /s/ Beverly C. Chell
______________________
Name: Beverly C. Chell
_______________________
Title: Senior Vice President and
Secretary
Date: May 30, 1996
2
EXHIBIT (A)(11)
For Immediate Release Contact: David Adler (212) 745-0177
Investor Information (212) 745-1888
K-III COMPLETES TENDER OFFER FOR WESTCOTT COMMUNICATIONS
New York, NY, May 30, 1996-- K-III Communications Corporation [NYSE:KCC]
today announced that its cash tender offer for all of the outstanding shares of
Westcott Communications, Inc. (NASDAQ:WCTV) expired as scheduled at 12:00
midnight, New York City time on Wednesday, May 29, 1996. K-III has accepted for
payment all shares validly tendered pursuant to the offer.
Based on a preliminary estimate, as of the expiration of the offer,
approximately 19,363,464 shares of Westcott were tendered (including
approximately 38,496 shares subject to guarantee of delivery). Such shares
represent over 95 percent of all outstanding Westcott shares.
K-III stated that it expects to consummate the merger of a subsidiary of
K-III into Westcott as soon as practicable. Pursuant to the merger, Westcott
will become a wholly owned subsidiary of K-III and each share of Westcott not
previously purchased in the tender offer will be converted into the right to
receive $21.50 in cash.
Donaldson, Lufkin & Jenrette Securities Corporation acted as dealer manager
for the tender offer.
Westcott Communications, Inc. has pioneered the delivery of workplace
training and education utilizing various multimedia technologies. The Company
provides training, news, and information to more than 20,000 subscribers with an
estimated population of 3 million professionals and students in the corporate
and professional, automotive, banking, government, and public service,
education, health care, and interactive distance training markets.
K-III Communications is a leading media company active in specialized
information, educational service 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.
