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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 2)
HARCOURT GENERAL, INC.
(Name of Subject Company)
REH MERGERSUB INC.
REED ELSEVIER INC.
REED ELSEVIER U.S. HOLDINGS INC.
REED ELSEVIER OVERSEAS BV
REED ELSEVIER HOLDINGS BV
REED ELSEVIER PLC
REED INTERNATIONAL P.L.C.
ELSEVIER NV
(Offerors)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
and
SERIES A CUMULATIVE CONVERTIBLE STOCK,
PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
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Common Stock (41163G101)
Series A Cumulative Convertible Stock (41163G200)
(Cusip Number of Class of Securities)
Henry Z. Horbaczewski, Esq.
Reed Elsevier Inc.
275 Washington Street
Newton, MA 02458
Telephone: (617) 558-4227
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Joseph Rinaldi, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$4,400,646,387 $880,130
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<PAGE>
* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes (i) the purchase of 72,313,841 shares of common
stock, par value $1.00 per share (the "Common Shares"), of Harcourt
General, Inc. at a price per Common Share of $59.00 in cash and (ii) the
purchase of 775,713 shares of series A cumulative convertible preferred
stock, par value $1.00 per share (the "Preferred Shares") of the Company at
a price of $77.29 per Preferred Share. This calculation also assumes
payments to holders of options with an exercise price less than $59.00 in
an amount per option equal to the difference between (a) $59.00 and (b) the
applicable exercise price, based on 3,289,353 outstanding options with an
average weighted exercise price of $36.45 per share.
** Calculated as 1/50 of 1% of the transaction value. Fee was paid on November
8, 2000.
[ ] 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.
Amount Previously Paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
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AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 to the Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO originally filed with
the Securities and Exchange Commission on November 8, 2000, as amended by
Amendment No. 1 filed on November 20, 2000 (as amended, the "Schedule TO")
relating to an offer by REH Mergersub Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Reed Elsevier Inc., a
Massachusetts corporation ("Reed Elsevier"), to purchase (i) all outstanding
shares of common stock, par value $1.00 per share (the "Common Shares") of
Harcourt General, Inc. a Delaware corporation (the "Company" or "Harcourt"), at
$59.00 per Common Share, net to the seller in cash, and (ii) all of the
outstanding shares of series A cumulative convertible stock, par value $1.00 per
share (the "Preferred Shares") of the Company at a price of $77.29 per Preferred
Share, net to the seller in cash, in each case upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Copies of the Offer
to Purchase and the Letter of Transmittal are attached as Exhibits (a)(l) and
(a)(2), respectively, to Schedule TO.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference.
Capitalized terms used and not defined herein shall have the meanings set forth
in the Offer to Purchase.
Offer to Purchase
All references in the Offer to Purchase to "Thursday, December 7, 2000" are
deleted and replaced with "Monday, January 8, 2001".
Item 2. Subject Company Information.
The second paragraph in the section of the Offer to Purchase entitled "The
Offer - Certain Information Concerning the Company - Certain Projections" is
amended by adding immediately after the last sentence of that paragraph the
following:
"Reed Elsevier and Purchaser acknowledge that the Private Securities
Litigation Reform Act of 1995 does not apply to the information set forth in
this Offer to Purchase, and any forward-looking statements made in connection
with the Offer are not protected by the safe harbor created by that act."
Item 4. Terms of the Transaction
The first sentence of the first paragraph in the section of the Offer to
Purchase entitled "Offer to Purchase - 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
<PAGE>
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 Offer to
Purchase entitled "Offer to Purchase - 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 10. Source and Amount of Funds or Other Consideration
The second paragraph in the section of the Offer to Purchase entitled "The
Offer - Source and Amount of Funds" is amended by adding immediately after the
last sentence of that paragraph the following:
"The facilities consist of three facilities with the following terms: (i) a
364 day revolving loan facility (subject to a 12 month extension pursuant to a
term-out option); (ii) a three year revolving loan facility and (iii) a 364 day
multiple- draw term loan facility."
The last paragraph in the section of the Offer to Purchase entitled "The
Offer - Source and Amount of Funds" is amended to read in its entirety as
follows:
"On December 6, 2000 Reed International P.L.C. and Elsevier NV completed an
offering of 113.70 million ordinary shares and 66.26 million ordinary shares
respectively, generating combined net proceeds of approximately $1.9 billion.
The combined net proceeds of these offerings will be used to reduce the
facilities. In addition, the credit facilities are expected to be reduced by the
$2.06 billion of gross proceeds, less applicable taxes, to be received from
Thomson in connection with the Subsequent Transaction and by any of the $0.85
billion of Harcourt public long term debt retained at the Effective Time. It is
also intended, subject to market conditions, that the facilities will be reduced
through the issuance of term debt securities. In addition to the foregoing, Reed
Elsevier currently expects to repay loans under the facilities from funds
generated internally by Reed International and Elsevier and their subsidiaries
and from other sources. No final decisions have been made concerning the method
Reed Elsevier will employ to repay the loans. These decisions will be based on
Reed Elsevier's review from time to time of the advisability of particular
actions, as well as prevailing interest rates and financial and other economic
conditions.
Other than as set forth in this section, no alternative financing plan
currently exists."
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:
(a)(8) Instructions for Participants in Harcourt's Dividend Reinvestment Plan
(a)(9) Press Release of Reed Elsevier dated December 6, 2000.
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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.
Dated: December 6, 2000 REH Mergersub Inc.
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Vice President
Reed Elsevier Inc.
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Senior Vice President
Reed Elsevier U.S. Holdings Inc.
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Vice President
Reed Elsevier Overseas BV
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Reed Elsevier Holdings BV
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Reed Elsevier plc
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Reed International P.L.C.
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Elsevier NV
By: /s/ Henry Z. Horbaczewski
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Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No.
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(a)(1) Offer to Purchase dated November 8, 2000.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Summary Advertisement, dated November 8, 2000.*
(a)(8) Instructions for Participants in Harcourt's Dividend Reinvestment
Plan
(a)(9) Press Release of Reed Elsevier dated December 6, 2000
(b)(1) Commitment Letter, dated November 7, 2000, among Reed
International P.L.C., Elsevier NV, Reed Elsevier, Elsevier Finance
S.A., Deutsche Bank AG London (as Lead Arranger), Morgan Stanley
Dean Witter Bank Limited (as Lead Arranger), Deutsche Bank AG
London (as Underwriter) and Morgan Stanley Senior Funding, Inc. (as
Underwriter), and attached Term Sheet.*
(d)(1) Agreement and Plan of Merger, dated as of October 27, 2000, among
Harcourt, Reed Elsevier and Purchaser.*
(d)(2) Stockholder Agreement, dated as of October 27, 2000, among Reed
Elsevier, Purchaser and the stockholders named therein.*
(d)(3) Confidentiality Agreement, dated as of June 28, 2000, between
Harcourt and Reed Elsevier plc.*
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* Previously filed.
