As Filed with the Securities and Exchange Commission on December 18, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
AMENDMENT NO. 3 TO
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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HARCOURT GENERAL, INC.
(Name of Subject Company)
HARCOURT GENERAL, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
Series A Cumulative Convertible Stock, Par Value
$1.00 Per Share
(Title of Class of Securities)
41163G 10 1
41163G 20 0
(CUSIP Number of Class of Securities)
____________________
Eric P. Geller
Harcourt General, Inc.
27 Boylston Street
Chestnut Hill, Massachusetts 02467
(617) 232-8200
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
Copy to:
John G. Finley, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 14D-9
This Amendment No. 3 to Schedule 14D-9 amends and supplements the
Schedule 14D-9 (the "Schedule 14D-9") initially filed with the Securities and
Exchange Commission ("SEC") on November 8, 2000, by Harcourt General, Inc.
(the "Company"), Amendment No. 1 filed with the SEC on November 20, 2000 by
the Company and Amendment No. 2 filed with the SEC on December 6, 2000 by the
Company, relating to the tender offer by REH Mergersub, Inc. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Reed
Elsevier Inc., a Massachusetts corporation ("Reed Elsevier"), to purchase all
outstanding shares of common stock, par value $1.00 per share (the "Common
Shares"), at a price of $59.00 per share, and all outstanding shares of
series A cumulative convertible stock, par value $1.00 per share (the
"Preferred Shares"), at a price of $77.29 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 November 8, 2000 and the related
Letter of Transmittal (which, together with any supplements or amendments
thereto, collectively constitute the "Offer"). The Offer is described in a
Tender Offer Statement on Schedule TO (as amended or supplemented from time
to time, the "Schedule TO"), filed by the Purchaser with the Securities and
Exchange Commission on November 8, 2000.
The information in the Schedule 14D-9 is hereby expressly
incorporated herein by reference, except as otherwise set forth below.
Capitalized terms used and not defined herein shall have the meanings set
forth in the Schedule 14D-9.
Item 8 Additional Information.
Item 8 of the Schedule 14D-9, which incorporates by reference the
information contained in the Schedule TO, is hereby amended and supplemented
by adding thereto the following:
"On December 15, 2000, the Antitrust Division extended the waiting
period applicable to the Subsequent Transaction by requesting additional
information relevant to the Subsequent Transaction from Thomson and the
Company. Accordingly, unless further extended with the consent of Purchaser,
Thomson and the Company or by court order, the waiting period applicable to
the Subsequent Transaction will be extended until 11:59 p.m., New York City
time, on the 20th day after compliance by the Company and/or Thomson, as the
case may be with such request."
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the undersigned
certifies 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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Name: Eric P. Geller
Title: Senior Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
(a)(1) Offer to Purchase, dated November 8, 2000
(incorporated by reference to Exhibit (a)(2) to the Schedule TO of the
Purchaser filed on November 8, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(2) to the Schedule TO of the Purchaser filed on November 8,
2000).
(a)(3) Letter to Stockholders dated November 8, 2000.*
(a)(4) Press Release, dated October 27, 2000.*
(a)(5) Opinion of Goldman Sachs dated October 27, 2000.*
(a)(6) Instructions for Participants in Harcourt's Dividend
Reinvestment Plan.*
(e)(1) Agreement and Plan of Merger dated as of October 27, 2000
among Parent, Purchaser and the Company (incorporated by
reference to Exhibit (d)(1) to the Schedule TO of the
Purchaser dated November 8, 2000).
(e)(2) Confidentiality Agreement, dated June 28, 2000,
between Reed Elsevier plc and the Company (incorporated by
reference to Exhibit (d)(3) to the Schedule TO of the
Purchaser filed on November 8, 2000).
(e)(3) The Information Statement of the Company, dated
November 8, 2000.*
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* Previously filed
