Exhibit (a)(1)(H)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS MADE SOLELY
BY THE OFFER TO PURCHASE DATED AUGUST 7, 2000, AND THE RELATED LETTER OF
TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND IS NOT BEING MADE TO
(NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN ANY
JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION IN
WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED MADE ON BEHALF OF THE
PURCHASER (AS DEFINED BELOW) BY GOLDMAN, SACHS & CO., THE DEALER MANAGER (AS
DEFINED BELOW), OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
NATIONAL COMPUTER SYSTEMS, INC.
AT
$73.00 NET PER SHARE
BY
PN ACQUISITION SUBSIDIARY INC.,
A WHOLLY OWNED INDIRECT SUBSIDIARY OF
PEARSON PLC
PN Acquisition Subsidiary Inc., a Minnesota corporation (the
"Purchaser") and a wholly owned indirect subsidiary of Pearson plc, a public
limited company registered in
England and Wales ("Parent") is offering to purchase all outstanding shares of
Common Stock, par value $0.03 per share (the "Common Stock"), of National
Computer Systems, Inc., a Minnesota corporation (the "Company") including the
associated preferred stock purchase rights (the "Rights"), issued pursuant to
the Second Amended and Restated Rights Agreement, dated as of March 4, 1996,
between the Company and Norwest Bank Minnesota, N.A., as amended (the Common
Stock and the Rights together are referred to herein as the "Shares"), at $73.00
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 August 7,
2000, and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Tendering shareholders who have Shares registered in their names and who tender
directly to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") will not
be obligated to pay brokerage fees or commissions or, except as set forth in the
Letter of Transmittal, transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer. Shareholders who hold their Shares through a broker or
bank should consult with such institution as to whether it charges any service
fees. The purpose of the Offer is to acquire for cash as many outstanding Shares
as possible as a first step in acquiring the entire equity interest in the
Company. Following the consummation of the Offer, the Purchaser intends to
effect the Merger (as defined below).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, SEPTEMBER 7, 2000 UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (A) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED
BELOW) THAT NUMBER OF SHARES THAT WOULD REPRESENT AT LEAST A MAJORITY OF THE
FULLY DILUTED SHARES (AS DEFINED IN THE OFFER TO PURCHASE) ON THE DATE OF
PURCHASE (THE "MINIMUM TENDER CONDITION"), AND (B) ANY WAITING PERIOD UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, APPLICABLE TO
THE PURCHASE OF SHARES PURSUANT TO THE OFFER OR TO THE MERGER AND ANY OTHER
WAITING PERIODS UNDER ANY OTHER APPLICABLE MATERIAL COMPETITION, MERGER,
CONTROL, ANTITRUST OR SIMILAR LAW OR REGULATION SHALL HAVE EXPIRED OR BEEN
TERMINATED.
The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of July 30, 2000, among Parent, the Purchaser and the Company (as
amended, the "Merger Agreement") pursuant to which, following the consummation
of the Offer and the satisfaction or waiver of certain conditions, the Purchaser
will be merged with and into the Company, with the Company surviving the merger
as a wholly owned indirect subsidiary of Parent (the "Merger"). In the Merger,
each outstanding Share (other than Shares owned by Parent, the Purchaser or the
Company or any subsidiary of Parent or the Company or by shareholders, if any,
who are entitled to and properly exercise dissenters' rights under Minnesota
law) will be converted into the right to receive the price per Share paid
pursuant to the Offer in cash, without interest thereon. The Merger Agreement
provides that the Purchaser may assign any or all of its rights and obligations
(including
the right to purchase Shares in the Offer) to Parent or any direct or indirect
wholly owned subsidiary of Parent, but no such assignment shall relieve the
Purchaser of its obligations under the Merger Agreement.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "COMPANY BOARD") (AT A
MEETING DULY CALLED AND HELD) HAS (X) DETERMINED THAT THE MERGER AGREEMENT, THE
OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND
THE SHAREHOLDERS OF THE COMPANY; (Y) APPROVED AND ADOPTED THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE OFFER
AND THE MERGER; AND (Z) RESOLVED TO RECOMMEND THAT SHAREHOLDERS OF THE COMPANY
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER AND APPROVE AND
ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT. A COMMITTEE OF THE COMPANY BOARD FORMED PURSUANT TO SECTION 302A.673
OF THE MINNESOTA BUSINESS CORPORATION ACT (AT A MEETING DULY CALLED AND HELD)
HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT, INCLUDING THE OFFER AND THE MERGER.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment pursuant to the Offer, and thereby purchased, Shares
properly tendered to the Purchaser and not properly withdrawn as, if and when
the Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance for payment of such Shares. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving payment from the Purchaser and transmitting payment to tendering
shareholders whose Shares have been accepted for payment. In all cases, payment
for Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (a) the certificates for such Shares,
together with a Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, and any required signature guarantees or (b) in the case of a
transfer effected pursuant to the book-entry transfer procedures described in
Section 2 of the Offer to Purchase, a Book-Entry Confirmation (as defined in the
Offer to Purchase) and either a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, and any required signature guarantees, or
an Agent's Message (as defined in the Offer to Purchase), and any other required
documents. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR
ANY DELAY IN PAYING FOR SUCH SHARES.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Thursday, September 7, 2000, unless and until the Purchaser shall have extended
the period of time during which the Offer is open in accordance with the terms
of the Merger Agreement, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by the Purchaser,
will expire. The Purchaser may, at any time and from time to time, take one or
more of the following actions without the consent of the Company: (a) extend the
Offer for one or more periods of time that the
Purchaser reasonably believes are necessary to cause the conditions to the Offer
to be satisfied, if at the Expiration Date any of the conditions to the
Purchaser's obligation to accept Shares for payment is not satisfied or waived,
until such time as all such conditions are satisfied or waived, (b) extend the
Offer for any period required by any rule, regulation, interpretation or
position of the Securities and Exchange Commission or the staff thereof that is
applicable to the Offer, (c) extend the Offer for an aggregate period of not
more than seventeen business days beyond the initial Expiration Date of the
Offer to the extent required by Parent to enable Parent and the Purchaser to
complete the financing of the purchase of Shares tendered pursuant to the Offer
or (d) extend the Offer for an aggregate period of not more than ten business
days beyond the latest applicable date that would otherwise be permitted under
clause (a), (b) or (c) of this sentence, if, as of such date, all of the
conditions to the Purchaser's obligation to accept Shares for payment (including
the Minimum Tender Condition) are satisfied or waived but the number of Shares
validly tendered and not withdrawn pursuant to the Offer equals less than 90% of
the outstanding Shares on a fully diluted basis. If (x) all of the conditions to
the Offer are not satisfied on any scheduled Expiration Date of the Offer and
(y) the Company is in compliance with all of its covenants in the Merger
Agreement, then the Purchaser will extend the Offer for one or more periods of
time that the Purchaser reasonably believes are necessary to cause the
conditions of the Offer to be satisfied until all such conditions are satisfied
or waived; provided, however, that the Purchaser will not be required to extend
the Offer pursuant to this sentence beyond December 31, 2000. Any such extension
will be followed by a public announcement thereof no later than 9:00 a.m.,
Eastern time, on the next business day after the previously scheduled Expiration
Date. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a tendering
shareholder to withdraw such shareholder's Shares.
Except as otherwise provided below, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn pursuant to the
procedures set forth below at any time prior to the Expiration Date and, unless
theretofore accepted for payment and paid for by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after October 5, 2000 unless, as
described below, such Shares are tendered during a Subsequent Offering Period.
For a withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase and must specify the name of
the person having tendered the Shares to be withdrawn, the number of Shares to
be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from the name of the person who tendered the Shares. If
certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered by an Eligible Institution (as defined in
the Offer to Purchase), any and all signatures on the notice of withdrawal must
be guaranteed by an Eligible Institution. If Shares have been delivered pursuant
to the book-entry transfer procedures described in Section 2 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account
at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals
of tenders of Shares may not be rescinded, and any Shares properly withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn shares may be retendered by again following one of the
procedures described in Section 2 of the Offer to Purchase at any time prior to
the Expiration Date. Under the Merger Agreement and pursuant to Rule 14d-11
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
although the Purchaser does not currently intend to do so, the Purchaser may,
subject to certain conditions, elect to provide a subsequent offering period of
from three business days to 20 business days in length following the expiration
of the Offer on the Expiration Date and acceptance of the Shares for payment
pursuant to the Offer (a "Subsequent Offering Period"). During a Subsequent
Offering Period, tendering shareholders will not have withdrawal rights and the
Purchaser will promptly purchase and pay for any Shares tendered at the same
price paid in the Offer. See Section 1 of the Offer to Purchase. All questions
as to the form and validity (including time of receipt) of any notice of
withdrawal will be determined by the Purchaser, in its sole discretion, which
determination will be final and binding. None of Parent, the Purchaser, the
Company, the Depositary, the Information Agent, the Dealer Manager or any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
The Company has provided the Purchaser with the Company's shareholder
lists and security position listings for the purpose of disseminating the Offer
to holders of Shares. The Offer to Purchase and the related Letter of
Transmittal and other relevant materials will be mailed to record holders of
Shares and furnished to brokers, dealers, banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the Company's
shareholder lists, or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
The receipt of cash pursuant to the Offer or the Merger will be a
taxable transaction for U.S. federal income tax purposes under the Internal
Revenue Code of 1986, as amended, and may also be a taxable transaction under
applicable state, local or foreign tax laws. Generally, for U.S. federal income
tax purposes, a tendering shareholder will recognize gain or loss equal to the
difference between the amount of cash received by the shareholder as
consideration for Shares tendered by the shareholder and purchased pursuant to
the Offer or converted into cash in the Merger, as the case may be, and the
adjusted tax basis of such Shares. If tendered Shares are held by a tendering
shareholder as capital assets, gain or loss recognized by such shareholder will
be capital gain or loss, which will be long-term capital gain or loss if such
shareholder's holding period for the Shares exceeds one year. Shareholders are
urged to consult their own tax advisors to determine the particular tax
consequences (including the applicability and effect of any state, local or
foreign income and other tax laws) of the Offer and the Merger. For a more
complete description of certain U.S. federal income tax consequences of the
Offer and the Merger see Section 5 of the Offer to Purchase.
The Purchaser expressly reserves the right to waive any condition to
the Offer or modify the terms of the Offer, subject to the terms of the Merger
Agreement, which contains certain conditions that may not be waived and
modifications that may not be made without the consent of the Company.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act is contained
in the Offer to Purchase and is incorporated herein by reference.
THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager, at their respective addresses and
telephone numbers set forth below. Requests for copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent as set forth below, or from brokers, dealers, banks,
trust companies or other nominees. No fees or commissions will be payable to
brokers, dealers or other persons (other than the Dealer Manager) for soliciting
tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokerage Firms Call Collect: (212) 440-9800
ALL OTHERS CALL TOLL FREE: (800) 223-2064
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
Call Toll Free: (800) 323-5678
August 7, 2000