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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
AMENDMENT NO. 7
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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<TABLE>
<S> <C>
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.
<TABLE>
<S> <C> <C> <C>
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 Amendment No. 7 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.
On March 27, 1995, Jeffrey R. Lurie, a member of the Smith Family Group,
sold 17,500 Shares at $39 1/4 and 2,500 Shares at $39 3/8. On March 28, 1995,
Mr. Lurie sold 4,500 Shares at $39.00, 5,500 Shares at $39 1/8, 4,100 Shares at
$39 1/4 and 5,900 Shares at $39 3/8. Shares sold by Mr. Lurie were converted
from an equivalent number of shares of Class B Stock, and all such
transactions were effected on the NYSE.
ITEM 8. ADDITIONAL INFORMATION
Item 8. is hereby amended as follows:
Clauses (a), (b) and (f) of "Section 7. Certain Conditions of the Offer"
of the Offer to Purchase are hereby amended and restated as follows:
"(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental authority or regulatory or
administrative agency, domestic or foreign, or by any other person,
domestic or foreign, before any court or governmental authority or
regulatory or administrative agency, domestic or foreign, (i) that
challenges or seeks to make illegal, or delay or otherwise directly or
indirectly restrain or prohibit the making of the Offer, the acceptance
for payment of or payment for some or all of the Shares by the Company or
otherwise directly or indirectly relating in any manner to or affecting
the Offer, or (ii) that otherwise, in the reasonable judgment of the
Company, has or may have a material adverse effect on the business,
financial condition, income, operations or prospects of the Company and
its subsidiaries taken as a whole or has or may materially impair the
contemplated benefits of the Offer to the Company; or
(b) any action shall have been threatened, instituted, pending or taken
or approval withheld or any statute, rule, regulation, judgment or order
or injunction proposed, sought, enacted, enforced, promulgated, amended,
issued or deemed applicable to the Offer or the Company or any of its
subsidiaries by any court, government or governmental authority or
regulatory or administrative agency, domestic or foreign, that, in the
reasonable judgment of the Company might, directly or indirectly, result
in any of the consequences referred to in clauses (i) or (ii) of paragraph
(a) above; or"
...
"(f) any change or changes have occurred (or any development shall have
occurred involving any prospective change or changes) in the business,
assets, liabilities, condition (financial or otherwise), operations,
results of operations or prospects of the Company or any of its
subsidiaries that, in the reasonable judgment of the Company, have or may
have a material effect with respect to the Company and its subsidiaries
taken as a whole."
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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: March 29, 1995
