UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
The Neiman Marcus Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
640204 10 3
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(CUSIP Number)
Eric P. Geller
Harcourt General, Inc.
27 Boylston Street
Chestnut Hill, Massachusetts 02167
(617) 232-8200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 12, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
Check the following box if a fee is being paid with the statement (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 pages
<PAGE>
CUSIP No. 640204 10 3 SCHEDULE 13D Page 2 of 5 Pages
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Harcourt General, Inc.
I.D. No. 04 1619609
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF 26,429,502
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 26,429,502
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,429,502
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
Page 2 of 5 pages
<PAGE>
Item 1. Security Issuer.
This Amendment No. 9 to Schedule 13D is being filed on behalf of
Harcourt General, Inc. ("Harcourt General"), which was formerly known as General
Cinema Corporation, to amend the Schedule 13D originally filed on September 8,
1987 (as amended from time to time, the "Statement") to report the change in
beneficial ownership of Harcourt General in The Neiman Marcus Group, Inc., a
Delaware corporation ("NMG"). The class of equity securities to which this
Statement relates is the Common Stock, par value $.01 per share, of NMG (the
"Common Stock"). The principal executive offices of NMG are located at 27
Boylston Street, Chestnut Hill, Massachusetts 02167.
Prior to the consummation of the transactions described herein,
Harcourt General beneficially owned 22,572,360 shares of NMG Common Stock as
well as 500,000 shares of 9 1/4% Cumulative Redeemable Preferred Stock and
1,000,000 shares of 6% Cumulative Convertible Preferred Stock of NMG
(collectively the "Preferred Stock").
Item 3. Source and Amount of Funds or Other Consideration.
The acquisition of NMG Common Stock by Harcourt General was part of a
single transaction in which Harcourt General exchanged the Preferred Stock for
3,857,142 shares of NMG Common Stock and approximately $287 million in cash.
Item 4. Purpose of Transaction.
Although Harcourt General has no plan to purchase any additional shares
of NMG Common Stock as of the date hereof, it may, from time to time, purchase
additional shares depending on market conditions and such other factors as
Harcourt General deems relevant.
Item 5. Interest in Securities of the Company.
(a) Pursuant to the Exchange and Repurchase Agreement incorporated
herein by reference, Harcourt General exchanged all of the Preferred Stock for
3,857,142 shares of NMG Common Stock and approximately $287 million in cash.
(b) Harcourt General beneficially owns 26,429,502 shares of NMG Common
Stock or 53.0% of the outstanding shares of NMG Common Stock and no shares of
Preferred Stock. Harcourt General's holdings of NMG Common Stock comprise
approximately 53.0% of the voting power of NMG.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Exchange and Repurchase Agreement, incorporated herein by
reference to Exhibit 10.1 to Registration Statement on Form S-3 of The Neiman
Marcus Group, Inc., dated October 10, 1996 (Registration No. 333-11721).
Page 3 of 5 pages
<PAGE>
SIGNATURES
After reasonable 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.
By: /s/ Eric P. Geller
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Senior Vice President,
General Counsel and
Secretary
Dated: November 12, 1996
Page 4 of 5 pages
<PAGE>
EXHIBIT INDEX
Exhibit
1 Exchange and Repurchase Agreement, incorporated
herein by reference to Exhibit 10.1 to Registration
Statement on Form S-3 of The Neiman Marcus
Group, Inc., dated October 10, 1996 (Registration
No. 333-11721).
Page 5 of 5 pages
