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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
FINAL AMENDMENT
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
HARCOURT GENERAL, INC.
(Name Of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title Of Class of Securities)
41163G101
(CUSIP Number Of Class Of Securities)
ERIC P. GELLER, ESQ.
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
HARCOURT GENERAL, INC.
27 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02167
(617) 232-8200
(Name, Address and Telephone Number of Person Authorized To Receive Notices
and Communications On Behalf Of The Person Filing Statement)
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COPIES TO:
Robert L. Friedman, Esq.
John G. Finley, Esq.
SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
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MARCH 15, 1995
(Date Tender Offer First Published, Sent Or Given To Security Holders)
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CALCULATION OF FILING FEE
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Transaction Valuation....................................................... $207,500,000*
Amount of Filing Fee........................................................ $ 41,500
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* Based upon purchase of 5,000,000 shares at $41.50 per share.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $41,500 Filing Party: HARCOURT GENERAL, INC.
Form Or Registration No.: SCHEDULE 13E-4 Date Filed: MARCH 15, 1995
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This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 originally filed on March 15, 1995 (the "Statement")
relating to the tender offer by Harcourt General, Inc., a Delaware corporation
(the "Company"), to purchase up to 5,000,000 shares of its Common Stock, par
value $1.00 per share (the "Shares" or the "Common Stock"), at a price, net to
the seller in cash, not greater than $41.50 nor less than $36.00 per Share, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 15, 1995 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together constitute the "Offer"), copies of which were
previously filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule
13E-4. Capitalized terms not defined herein have the respective meanings
ascribed to such terms in the Offer to Purchase and the Statement.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
See response to Item 8 below. Of the Shares properly tendered and not
withdrawn, 500,000 Shares were tendered at or below the purchase price
by Jeffrey R. Lurie, a member of the Smith Family Group. All such Shares
tendered by Mr. Lurie at or below the purchase price were purchased at the
purchase price of $40.50 per Share.
ITEM 8. ADDITIONAL INFORMATION.
The response to Item 8(e) is hereby supplemented and amended as follows:
On April 12, 1995, the Company issued a press release announcing that the
Offer expired on April 11, 1995 and that, based on a preliminary count, the
Company intends to purchase pursuant to the Offer 5,413,314.591 Shares at a
price of $40.50 per share, which constitutes all Shares tendered at or below the
purchase price of $40.50 per share. Accordingly, there will be no proration.
The press release is attached hereto as Exhibit (h) and is incorporated herein
by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(h) Press release dated April 12, 1995.
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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, ESQ.
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Eric P. Geller, Esq.
Senior Vice President,
General Counsel and
Secretary
Dated: April 13, 1995
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EXHIBIT INDEX
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(h) Press release dated April 12, 1995.
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[HARCOURT GENERAL LETTERHEAD]
Contact: Joanne W. Parker News Release
Director
Corporate Relations
(617) 232-8200 FOR IMMEDIATE RELEASE
HARCOURT GENERAL ANNOUNCES PRELIMINARY RESULTS OF
"DUTCH AUCTION" SELF-TENDER OFFER
CHESTNUT HILL, MA, April 12, 1995 -- Harcourt General, Inc. (NYSE:H) today
announced that a preliminary count by The First National Bank of Boston, the
Depositary for the Company's "Dutch Auction" self-tender offer, indicates that,
subject to final verification, 5,413,314.591 Common shares have been accepted
for purchase at a price of $40.50 per share. Those shares include 852,677
shares tendered pursuant to guaranteed delivery. The Company has accepted for
purchase all shares tendered at or below the purchase price of $40.50 per
share; accordingly, there will be no proration.
The self-tender offer commenced on March 15, 1995 and expired at midnight
on April 11, 1995. Under the terms of the offer, Harcourt General had offered
to purchase 5,000,000 shares of its Common Stock at prices specified by
shareholders ranging from $36 to $41.50 per share. The Company is excercising
its right to increase the number of shares to be purchased as provided for
under the terms of the offer.
Prior to the tender offer, Harcourt General had 56,634,663 Common shares
outstanding and a total of 79,515,219 Common shares outstanding assuming
conversion of the Company's Class B and Series A Cumulative Convertible shares.
Following the purchase of shares tendered in the "Dutch Auction", Harcourt
General will have approximately 51,748,997 Common shares outstanding and a
total of approximately 74,101,878 Common shares outstanding assuming conversion
of the Class B and Series A stock.
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Dutch Auction Results
April 12, 1995
Page 2
Payment for shares tendered and accepted will be made promptly, subject to
proper delivery of shares in accordance with the terms of the offer. The
Company indicated that it would use cash on hand to purchase the shares.
Salomon Brothers Inc acted as the Dealer Manager for the tender offer.
Harcourt General, Inc. is a growth-oriented operating company with core
businesses in publishing and specialty retailing. The Company also provides
professional outplacement services to clients worldwide.
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