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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2000
HARCOURT GENERAL, INC.
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(Exact Name of registrant specified in its charter)
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<S> <C> <C>
Delaware 1-4925 04-1619609
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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27 Boylston Street
Chestnut Hill, Massachusetts 02467
(Address of principal executive offices)
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Registrant's telephone number:
(617) 232-8200
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Item 5. Other Events
On November 15, 2000, Harcourt General, Inc. (the "Company"), The Thomson
Corporation ("Thomson"), and REH Mergersub Inc. ("Purchaser") each filed a
Notification and Report Form with respect to the transactions contemplated by
the Sale and Purchase Agreement between Thomson and Reed Elsevier Inc. ("Reed
Elsevier") (the "Subsequent Transaction") with the Department of Justice's
Antitrust Division ("Antitrust Division") and the Federal Trade Commission
("FTC"). As a result, the waiting period applicable to the Subsequent
Transaction with Thomson is scheduled to expire at 11:59 p.m., New York City
time, on December 15, 2000. However, prior to such time, the Antitrust Division
or the FTC may extend such waiting period by requesting additional information
or documentary material relevant to the Subsequent Transaction from Thomson or
Purchaser. If any such request is made, 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 substantial compliance by Thomson, and/or Purchaser, as the
case may be, with such request. Thereafter, such waiting period can be extended
only by court order or upon consent of Thomson, the Company and Purchaser.
On November 17, 2000, the Antitrust Division extended the waiting period
applicable to the purchase of Harcourt shares pursuant to the Purchaser's tender
offer (made pursuant to a Schedule TO initially filed with the Securities and
Exchange Commission on November 8, 2000 and thereafter amended and supplemented)
by requesting additional information relevant to the tender offer from
Purchaser. Accordingly unless further extended with the consent of Purchaser or
by court order, the waiting period applicable to the purchase of Harcourt shares
pursuant to Purchaser's tender offer will be extended until 11:59 p.m., New York
City time, on the tenth day after substantial compliance by Purchaser with such
request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HARCOURT GENERAL, INC.
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(Registrant)
By: /s/ Eric P. Geller
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Name: Eric P. Geller
Title: Senior Vice President, General
Counsel and Secretary
Date: November 20, 2000
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