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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
STECK-VAUGHN PUBLISHING CORPORATION
(NAME OF THE ISSUER)
STECK-VAUGHN PUBLISHING CORPORATION
SV ACQUISITION CORPORATION
NATIONAL EDUCATION CORPORATION
HARCOURT GENERAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
85804510
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL R. KLEIN, ESQ. ERIC P. GELLER, ESQ.
WILMER, CUTLER & PICKERING SENIOR VICE PRESIDENT AND GENERAL COUNSEL
2445 M STREET, N.W. HARCOURT GENERAL, INC.
WASHINGTON, D.C. 20037-1420 27 BOYLSTON STREET
TELEPHONE: (202) 663-6000 CHESTNUT HILL, MASSACHUSETTS 02167
TELEPHONE: (617) 232-6200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
PERSON(S) FILING STATEMENT)
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Copies to:
LEWIS H. LAZARUS, ESQ. ROBERT L. FRIEDMAN, ESQ.
MORRIS, JAMES, HITCHENS & WILLIAMS SIMPSON THACHER & BARTLETT
222 DELAWARE AVENUE, P.O. BOX 2306 425 LEXINGTON AVENUE
WILMINGTON, DELAWARE 19801 NEW YORK, NEW YORK 10017
TELEPHONE: (302) 888-6800 TELEPHONE: (212) 455-2000
THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
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This Rule 13E-3 Transaction Statement (the "Statement") of Steck-Vaughn
Publishing Corporation (the "Company"), a Delaware corporation, Harcourt
General, Inc. ("Harcourt"), a Delaware corporation, National Education
Corporation ("NEC"), a Delaware corporation and direct wholly-owned subsidiary
of Harcourt, and SV Acquisition Corporation ("Merger Sub"), a Delaware
corporation and direct wholly-owned subsidiary of NEC, relates to an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of September 29, 1997,
among the Company, Harcourt, NEC and Merger Sub, pursuant to which Merger Sub
will merge with and into the Company (the "Merger"), with the result being that
the Company shall be a direct wholly-owned subsidiary of NEC and an indirect
wholly-owned subsidiary of Harcourt. The Merger Agreement and the Merger have
already been approved by the board of directors and, prior to the date of
mailing of the Information Statement (as hereinafter defined) will have been
approved by, stockholders of all the parties to the Merger Agreement and the
Merger. The Statement is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Act"). A
copy of the Merger Agreement is filed by the Company as Exhibit A to the
Company's Information Statement (the "Information Statement") filed as Exhibit D
to the Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Information
Statement of the information required to be included in response to the items of
this Statement. The information in the Information Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference and the
responses to each item in this Statement are qualified in their entirety by the
information contained in the Information Statement.
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CROSS-REFERENCE SHEET
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN INFORMATION STATEMENT
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Item 1(a) "AVAILABLE INFORMATION" and "CERTAIN INFORMATION REGARDING THE COMPANY,
HARCOURT, NEC AND MERGER SUB -- The Company"
Item 1(b) Cover Page; "CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC
AND MERGER SUB -- Securities of the Company"
Item 1(c) "CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Price Range of the Shares; Dividends"
Item 1(d) "CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Price Range of the Shares; Dividends"
Item 1(e) **
Item 1(f) "CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT AND MERGER
SUB -- Purchases of Shares by the Company"
Item 2(a)-(d),(g) Appendix D
Item 2(e)-(f) **
Item 3(a)(1) **
Item 3(a)(2) "SPECIAL FACTORS -- Background of the Merger" and " -- Purpose,
Structure and Reasons for the Merger"
Item 3(b) "SPECIAL FACTORS -- Background of the Merger" and " -- Purpose,
Structure and Reasons for the Merger"
Item 4(a) "THE MERGER"
Item 4(b) "SPECIAL FACTORS -- Background of the Merger", "-- Purpose, Structure
and Reasons for the Merger", "SPECIAL FACTORS -- Background of the
Merger", "-- Purpose, Structure and Reasons for the Merger" and
"-- Certain Effects of the Merger; Operations of the Company After the
Merger"
Item 5(a)-(b) **
Item 5(c) "SPECIAL FACTORS -- Purpose, Structure and Reasons for the Merger" and
"THE MERGER -- Terms of the Merger"
Item 5(d) "CERTAIN INFORMATION -- Price Range of the Shares; Dividends"
Item 5(e) "SPECIAL FACTORS -- Purpose, Structure and Reasons for the Merger" and
"-- Certain Effects of the Merger; Operations of the Company After the
Merger"
Item 5(f) **
Item 5(g) "SPECIAL FACTORS -- Certain Effects of the Merger; Operations of the
Company After the Merger"
Item 6(a)-(b) "FINANCING OF THE MERGER"
Item 6(c)-(d) **
Item 7(a)-(c) "SPECIAL FACTORS -- Background of the Mergers" and "-- Purpose,
Structure and Reasons for the Merger"
Item 7(d) "SPECIAL FACTORS -- Certain Effects of the Merger; Operations of the
Company After the Merger" and "-- Certain Federal Income Tax
Consequences"
Item 8(a) "SPECIAL FACTORS -- Fairness of the Merger; Recommendations"
Item 8(b) "SPECIAL FACTORS -- Fairness of the Merger; Recommendations" and
"-- Opinion of Financial Advisor"
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ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN INFORMATION STATEMENT
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Item 8(c) "SPECIAL FACTORS -- Background of the Merger"
Item 8(d) "SPECIAL FACTORS -- Background of the Merger", "-- Fairness of the
Transaction; Recommendations" and "-- Opinion of Financial Advisor"
Item 8(e) "SPECIAL FACTORS -- Fairness of the Merger; Recommendations"
Item 8(f) **
Item 9(a) "SPECIAL FACTORS -- Fairness of the Merger; Recommendations" and
"-- Opinion of Financial Advisor"
Item 9(b) "SPECIAL FACTORS -- Background of the Merger" and "-- Opinion of
Financial Advisor"
Item 9(c) "SPECIAL FACTORS -- Opinion of Financial Advisor"
Item 10(a) "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE
COMPANY -- Principal Stockholders"
Item 10(b) "CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT AND MERGER
SUB -- Purchase of Shares by the Company" and Appendix E
Item 11 "SPECIAL FACTORS -- Purpose, Structure and Reasons for the Merger", "THE
MERGER" and "CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO
THE SECURITIES OF THE COMPANY"
Item 12(a)-(b) "SPECIAL FACTORS -- Background of the Merger", "-- Fairness of the
Merger; Recommendations" and Appendix D
Item 13(a) "RIGHTS OF DISSENTING STOCKHOLDERS" and Appendix C
Item 13(b)-(c) **
Item 14(a) "SELECTED FINANCIAL DATA"
Item 14(b) **
Item 15 **
Item 16 **
Item 17(a) **
Item 17(b) Appendix B
Item 17(c) Appendix A
Item 17(d) **
Item 17(e) Appendix C
Item 17(f) **
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* The information requested by this Item is not found in the Information
statement.
** The Item is inapplicable or the answer thereto is in the negative.
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SECTION 13E-3 TRANSACTION STATEMENT
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The information set forth in the Information Statement under the caption
"AVAILABLE INFORMATION" and "CERTAIN INFORMATION REGARDING THE COMPANY,
HARCOURT, NEC AND MERGER SUB -- The Company" is incorporated herein by
reference.
(b) The information set forth in the Information Statement under the caption
"CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Securities of the Company" is incorporated herein by reference.
(c) The information set forth in the Information Statement under the captions
"CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Price Range of the Shares; Dividends" is incorporated herein by
reference.
(d) The information set forth in the Information Statement under the Captions
"CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Price Range of the Shares; Dividends" and Appendix D is incorporated
herein by reference.
(e) Not applicable.
(f) The information set forth in the Information Statement under the Caption
"CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Purchases of Shares by the Company" is incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed jointly by the Company, the issuer of the securities
which are the subject of the 13e-3 transaction, Harcourt, NEC and Merger Sub.
The Company, Harcourt, NEC and Merger Sub are each corporations organized
under the law of the state of Delaware. Harcourt, NEC and Merger Sub are each
affiliates of the Company.
The principal business of the Company is distance learning. The principal
businesses of Harcourt are publishing and specialty retailing. NEC is a global
provider of interactive multimedia products and services for the education and
training marketplace. Merger Sub has been organized for the purpose of
consummating the Merger and has no other business activities. The address of
the Company is 4515 Seton Center Parkway, Suite 300, Austin, Texas 78759. The
address of Harcourt, NEC and Merger Sub is c/o Harcourt General, Inc., 27
Boylston Street, Chestnut Hill, Massachusetts 02167.
(a)-(d),(g) The information set forth in Appendix D to the Information Statement is
incorporated herein by reference.
(e)-(f) Negative.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not applicable.
(a)(2) The information set forth in the Information Statement under Captions "SPECIAL
FACTORS -- Background of the Merger" and "-- Purpose, Structure and Reasons
for the Merger" is incorporated herein by reference.
(b) The information set forth in the Information Statement under the Captions
"SPECIAL FACTORS -- Background of the Merger" and "-- Purpose, Structure and
Reasons for the Merger" is incorporated herein by reference.
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ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the Information Statement under the Caption "THE
MERGER" is incorporated herein by reference.
(b) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Background of the Merger", "-- Purpose, Structure and
Reasons for the Merger" and "-- Certain Effects of the Merger; Operations of
the Company After the Merger" is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a)-(b) Not applicable.
(c) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Purpose, Structure and Reasons for the Merger" and "THE
MERGER -- Terms of the Merger" is incorporated herein by reference.
(d) The information set forth in the Information Statement under the Caption
"CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Price Range of the Shares; Dividends" is incorporated herein by
reference.
(e) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Purpose, Structure and Reasons for the Merger" and
"-- Certain Effects of the Merger; Operations of the Company After the Merger"
is incorporated herein by reference.
(f) Not applicable.
(g) The information set forth in the Information statement under the caption
"SPECIAL FACTORS -- Certain Effects of the Merger; Operations of the Company
After the Merger" is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a)-(b) The information set forth in the Information Statement under the caption
"FINANCING OF THE MERGER" is incorporated herein by reference.
(c)-(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Background of the Merger" and "-- Purpose, Structure and
Reasons for the Merger" is incorporated herein by reference.
(d) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Certain Effects of the Merger; Operations of the Company
After the Merger" and "-- Certain Federal Income Tax Consequences" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) The information set forth in the Information Statement under the caption
"SPECIAL FACTORS -- Fairness of the Merger; Recommendations" is incorporated
herein by reference.
(b) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Fairness of the Merger; Recommendations" and "-- Opinion
of the Financial Advisor" is incorporated herein by reference.
(c) The information set forth in the Information Statement under the caption
"SPECIAL FACTORS -- Background of the Merger" is incorporated herein by
reference.
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(d) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Background of the Merger", "-- Fairness of the Merger;
Recommendations" and "-- Opinion of the Financial Advisor" is incorporated
herein by reference.
(e) The information set forth in the Information Statement under the caption
"SPECIAL FACTORS -- Fairness of the Merger; Recommendations" is incorporated
herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Fairness of the Merger; Recommendations" and "-- Opinion
of Financial Advisor" is incorporated herein by reference.
(b) The information set forth in the Information Statement under the caption
"SPECIAL FACTORS -- Background of the Merger" and "-- Opinion of Financial
Advisor" is incorporated herein by reference.
(c) The information set forth in the Information Statement under the caption
"SPECIAL FACTORS -- Opinion of Financial Advisor" is incorporated herein by
reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth in the Information Statement under the caption
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE
COMPANY -- Principal Stockholders" is incorporated herein by reference.
(b) The information set forth in the Information statement under the captions
"CERTAIN INFORMATION REGARDING THE COMPANY, HARCOURT, NEC AND MERGER
SUB -- Purchases of Shares by the Company" and Appendix E is incorporated
herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES
The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Purpose, Structure and Reasons for the Merger", "THE
MERGER" and "CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
SECURITIES OF THE COMPANY" is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION
(a)-(b) The information set forth in the Information Statement under the captions
"SPECIAL FACTORS -- Background of the Merger", "-- Fairness of the Merger;
Recommendations" and Appendix D is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth in the Information Statement under the caption
"RIGHTS OF DISSENTING STOCKHOLDERS" and in Appendix C to the Information
Statement is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, and the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
are incorporated herein by reference.
(b) **
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a)-(b) Not applicable.
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ITEM 16. ADDITIONAL INFORMATION
Not applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not applicable.
(b)(1) Fairness Opinion of BZW (incorporated herein by reference to Appendix B to the
Information Statement).
(b)(2) BZW Presentation to the Special Committee of the Company's Board of Directors,
dated September 5, 1997.*
(c)(1) Agreement dated May 30, 1997 by and between Harcourt and the Company
(incorporated by reference to Exhibit 11(a)(21) to Harcourt's Amendment No. 5
to Schedule 14D-1 filed June 5, 1997 with respect to the common stock of NEC).
(c)(2) Agreement entered into July 1, 1997, among Harcourt, the Company and the
unaffiliated directors of the Company (incorporated by reference to Exhibit
99.4 to Amendment No. 2 to Harcourt's Schedule 13D filed on July 10, 1997 with
respect to the Shares).
(c)(3) Agreement and Plan of Merger, dated as of September 29, 1997, by and among the
Company, Harcourt, NEC and Merger Sub (incorporated by reference to Appendix A
of the Information Statement).
(d) Information Statement.
(e) Summary of Appraisal Rights (incorporated by reference to Appendix C to the
Information Statement).
(f) Not applicable.
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* Previously filed.
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SIGNATURES
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.
HARCOURT GENERAL, INC.
By: /s/ ERIC P. GELLER
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Eric P. Geller
Senior Vice President, General
Counsel and Secretary
NATIONAL EDUCATION CORPORATION
By: /s/ ERIC P. GELLER
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Eric P. Geller
Vice President and Secretary
SV ACQUISITION CORPORATION
By: /s/ ERIC P. GELLER
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Eric P. Geller
Vice President
STECK-VAUGHN PUBLISHING CORPORATION
By: /s/ ERIC P. GELLER
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Eric P. Geller
Senior Vice President, General
Counsel and Secretary
December 29, 1997
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EXHIBIT INDEX
EXHIBIT
NUMBER
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(a) Not applicable.
(b)(1) Fairness Opinion of BZW (incorporated herein by reference to Appendix B to the
Information Statement).
(b)(2) BZW Presentation to the Special Committee of the Company's Board of Directors, dated
September 5, 1997.*
(c)(1) Agreement dated May 30, 1997 by and between Harcourt and the Company (incorporated
by reference to Exhibit 11(a)(21) to Harcourt's Amendment No. 5 to Schedule 14D-1
filed June 5, 1997 with respect to the common stock of NEC).
(c)(2) Agreement entered into July 1, 1997, among Harcourt, the Company and the
unaffiliated directors of the Company (incorporated by reference to Exhibit 99.4 to
Amendment No. 2 to Harcourt's Schedule 13D filed on July 10, 1997 with respect to
the Shares).
(c)(3) Agreement and Plan of Merger, dated as of September 29, 1997 by and among the
Company, Harcourt, NEC and Merger Sub (incorporated herein by reference to Appendix
A to the Information Statement).
(d) Information Statement.
(e) Summary of Appraisal Rights (incorporated herein by reference to Appendix C to the
Information Statement).
(f) Not applicable.
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Previously filed.
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