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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): June 5, 1997
STECK-VAUGHN PUBLISHING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-21730 33-0556929
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Incorporation)
4515 SETON CENTER PARKWAY, SUITE 300
AUSTIN, TEXAS 78759
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 343-8227
(Former name or former address, if changed since last report):
Exhibit Index Appears on Page 3
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Item 1. Changes in Control of Registrant.
On April 21, 1997, Harcourt General, Inc., a Delaware
corporation ("Harcourt"), through a wholly-owned subsidiary, Nick Acquisition
Corporation, a Delaware corporation ("Nick"), commenced a tender offer (the
"Offer") to acquire all of the outstanding shares (the "Shares") of Common Stock
of National Education Corporation, a Delaware corporation ("NEC") and
controlling shareholder of Steck-Vaughn Publishing Corporation ("Steck-Vaughn").
The initial per Share consideration offered was $19.50. On May 12, 1997,
Harcourt and Nick entered into an Agreement and Plan of Merger with NEC (the
"Merger Agreement") pursuant to which Harcourt agreed to increase the per Share
consideration of the Offer to $21.00, and agreed to lend $30 million to NEC
to pay a $30 million fee to Sylvan Learning Systems, Inc. ("Sylvan") in
connection with the termination of a previously entered into merger agreement
between NEC and Sylvan. On June 4, 1997, the Offer terminated, and on June 5,
1997, Harcourt acquired approximately 34.4 million Shares representing
approximately 95.6% of the issued and outstanding Shares. Harcourt promptly paid
approximately $723.4 million for those Shares. On June 10, 1997, pursuant to the
Merger Agreement, Nick was merged with and into NEC (the "Merger"), and the
remaining approximately 1.6 million Shares not previously purchased in the
Offer were converted into the right to receive $21.00 in cash. As a result of
the consummation of the Offer and the Merger, NEC became a wholly-owned
subsidiary of Harcourt, and Harcourt became the beneficial owner of 11,900,000
shares of common stock, par value $.01 per share, of Steck-Vaughn (the "Common
Stock"), representing approximately 82% of the outstanding shares of Common
Stock. In addition, pursuant to the Merger Agreement, the Board of Directors
of NEC was reconstituted effective as of June 5, 1997, so that individuals
designated by Harcourt now comprise the entire Board of Directors of NEC.
Pursuant to an agreement dated May 30, 1997 by and between Harcourt and
Steck-Vaughn (the "Harcourt Agreement"), Harcourt has the right, subject to
complying with applicable requirements of the Securities and Exchange
Commission, to cause Steck-Vaughn to cause a number of designees of Harcourt
to be elected to the Board of Directors of Steck-Vaughn such that the Harcourt
designees will constitute a majority of the entire Board of Directors of
Steck-Vaughn; and prior to such time, to cause a number of designees of
Harcourt to be elected such that they will constitute half of the entire
Board of Directors of Steck-Vaughn. As of the date hereof, Harcourt has not
exercised such rights.
Harcourt used available cash and equivalents and short-term
investments, as well as borrowings under its existing $400 million revolving
credit facility (the "Credit Agreement"), to fund payments of approximately $850
million (including estimated fees and expenses) in connection with the
transactions referenced in the immediately preceding paragraph. The Credit
Agreement is dated as of December 16, 1994 among Harcourt, Morgan Guaranty Trust
Company of New York, as documentation agent, The First National Bank of Boston,
as administrative agent, The Bank of Nova Scotia and National Westminster Bank
Plc, as co-agents, and a group of 13 lending parties thereto.
Prior to acquiring control of Steck-Vaughn and pursuant to the
Harcourt Agreement, Harcourt agreed that until June 4, 2000, it would not
consummate any business combination (as defined in Section 203 of the Delaware
General Corporation Law) with
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Steck-Vaughn unless and until (i) the proposed business combination has been
submitted by Harcourt in writing to the Board of Directors of Steck-Vaughn, (ii)
a committee of the Board of Directors of Steck-Vaughn comprised solely of
disinterested directors (the "Committee") affirmatively recommends its approval
of such business combination, finding that the terms thereof are fair to the
shareholders of Steck-Vaughn other than NEC and Harcourt and (iii) the business
combination is approved by a majority of the Steck-Vaughn Board of Directors,
including a majority of the disinterested directors.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger among Harcourt General,
Inc., Nick Acquisition Corporation and National
Education Corporation, dated as of May 12, 1997,
incorporated herein by reference to Exhibit 11(c)(1)
to Amendment No. 3 to Schedule 14D-1 of Harcourt
General, Inc., dated May 14, 1997.
Exhibit 2.2 Credit Agreement dated as of December 16, 1994 among
Harcourt General, Inc., the banks listed therein,
Morgan Guaranty Trust Company of New York, as
documentation agent, The First National Bank of
Boston, as administrative agent, the Bank of Nova
Scotia and National Westminster Bank Plc, as
co-agents, incorporated herein by reference to
Exhibit 11(b) to Schedule 14D-1 of Harcourt General,
Inc., dated April 21, 1997.
Exhibit 99.1 Agreement dated May 30, 1997 between Harcourt
General, Inc. and Steck-Vaughn Publishing
Corporation, incorporated herein by reference to
Exhibit 11(a)(21) to Amendment No. 5 to Schedule
14D-1 of Harcourt General, Inc., dated June 5, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STECK-VAUGHN PUBLISHING CORPORATION
/s/ Philip C. Maynard
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Philip C. Maynard
Vice President and Secretary
Date: June 18, 1997
