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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2 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)
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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.
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AMENDMENT NO. 2 TO SCHEDULE 14D-9
This Amendment No. 2 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") and Amendment No. 1 filed with the SEC on November 20, 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 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The first sentence of the first paragraph in the section of the Schedule
14D-9 entitled "Merger Agreement -- Conditions to the Offer" is amended to read
in its entirety as follows:
"Notwithstanding any other provision of the Offer, but subject to the
terms and conditions of the Merger Agreement, Purchaser shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to Purchaser's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer), pay for any Shares
tendered pursuant to the Offer, and may postpone the acceptance for payment
or, subject to the restriction referred to above, payment for any Shares
tendered pursuant to the Offer (whether or not any Shares have theretofore
been purchased or paid for) and may terminate or amend the Offer in
accordance with the Merger Agreement if, (i) at the expiration of the Offer
as it may be extended pursuant to the provisions of the Merger Agreement, a
number of Common Shares which, together with any Shares owned, directly or
indirectly, by Reed Elsevier or Purchaser, or any subsidiary or controlled
affiliate, represent, on the date of purchase, at least a majority in
voting power of the Company's Common Stock (determined on a fully-diluted
basis) shall not have been validly tendered and not properly withdrawn
prior to the expiration of the Offer (the "Minimum Condition") or (ii) at
any time on or after the date of the Merger Agreement and at or prior to
the expiration of the Offer (or, in the case of paragraphs (a) and (f)
below, at or prior to the acceptance for payment of Shares), any of the
following conditions occurs or has occurred:"
The first sentence of the final paragraph in the section of the Schedule
14D-9 entitled "Merger Agreement -- Conditions to the Offer" is amended to read
in its entirety as follows:
"The foregoing conditions are for the sole benefit of Purchaser and
may be asserted by Purchaser regardless of the circumstances giving rise to
any such condition or may be waived by Purchaser in whole or in part at any
time and from time to time prior to the expiration of the Offer in its sole
discretion (subject to the terms of the Merger Agreement and the Sale and
Purchase Agreement)."
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
(a)(6) Instructions for Participants in Harcourt's Dividend Reinvestment
Plan.
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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
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EXHIBIT INDEX
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(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.
(a)(7) Press Release of Reed Elsevier, dated December 6, 2000
(incorporated by reference to Exhibit (a)(9)and the Schedule
TO/A of the Purchaser filed on December 6, 2000).
(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
