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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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* 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.
/ / 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
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offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
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Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
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/ / 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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TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates 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 ("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, 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, copies of which are
attached hereto as Exhibits (a)(l) and (a)(2)(which are herein collectively
referred to as the "Offer").
As described in the preceding paragraph, Purchaser is a wholly owned subsidiary
of Reed Elsevier, which is a wholly owned subsidiary of Reed Elsevier plc. Reed
Elsevier plc, a public limited company registered in England, owns Reed
Elsevier through its intermediary holding companies Reed Elsevier Holdings BV,
Reed Elsevier Overseas BV and Reed Elsevier U.S. Holdings Inc. 50% of the voting
power of Reed Elsevier plc. is owned by Elsevier NV, a public limited company
organized under the laws of The Netherlands, and 50% is owned by Reed
International P.L.C., a public limited company registered in England.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule to, except as otherwise set forth
below.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
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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.
(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 the 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.
(g) Not applicable.
(h) Not applicable.
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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: November 8, 2000 REH Mergersub Inc.
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Vice President
Reed Elsevier Inc.
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Senior Vice President
Reed Elsevier U.S. Holdings Inc.
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Vice President
Reed Elsevier Overseas BV
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Reed Elsevier Holdings BV
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Reed Elsevier plc
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Reed International P.L.C.
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
Elsevier NV
By:/s/ Henry Z. Horbaczewski
-----------------------------------
Name: Henry Z. Horbaczewski
Title: Attorney-in-Fact
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[REED ELSEVIER LETTERHEAD]
POWER OF ATTORNEY
The undersigned,
MR. ERIK EKKER for these purposes acting in his capacity as managing
director with, single signing authority, of Reed Elsevier Overseas BV, a Dutch
Company with limited liability established in Amsterdam, with offices at Van de
Sande Bakhuyzenstraat 4 (Amsterdam Chamber of Commerce file nr. 33241720),
hereinafter 'THE COMPANY';
HEREBY AUTHORISES Mr. Henry Z. Horbaczewski of 48 Thackeray Road, Wellesley
Hills, Massachusetts, USA, to execute and deliver on behalf of the Company (i)
the Agreement and Plan of Merger among Reed Elsevier Inc., REH Mergersub Inc.
and Harcourt General, Inc., (ii) the Stockholder Agreement among Reed Elsevier
Inc., REH Mergersub Inc. and the Stockholders (as defined therein) and (iii) any
other documents, agreements, certificates or other instruments as contemplated
by the foregoing agreements, all in the broadest sense and with the power to
subdelegate.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
25 October 2000.
/s/ Erik Ekker
------------------------------------
ERIK EKKER
(Managing Director)
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[REED ELSEVIER LETTERHEAD]
POWER OF ATTORNEY
The undersigned,
MR. ERIK EKKER for these purposes acting in his capacity as managing
director with, single signing authority, of Reed Elsevier Holdings BV, a Dutch
Company with limited liability established in Amsterdam, with offices at Van de
Sande Bakhuyzenstraat 4 (Amsterdam Chamber of Commerce file nr. 33201111),
hereinafter 'THE COMPANY';
HEREBY AUTHORISES Mr. Henry Z. Horbaczewski of 48 Thackeray Road, Wellesley
Hills, Massachusetts, USA, to execute and deliver on behalf of the Company (i)
the Agreement and Plan of Merger among Reed Elsevier Inc., REH Mergersub Inc.
and Harcourt General, Inc., (ii) the Stockholder Agreement among Reed Elsevier
Inc., REH Mergersub Inc. and the Stockholders (as defined therein) and (iii) any
other documents, agreements, certificates or other instruments as contemplated
by the foregoing agreements, all in the broadest sense and with the power to
subdelegate.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
25 October 2000.
/s/ Erik Ekker
------------------------------------
ERIK EKKER
(Managing Director)
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[REED ELSEVIER PLC LETTERHEAD]
POWER OF ATTORNEY
We, Reed Elsevier plc (the "COMPANY") of 25 Victoria Street, London SW1H
0EX, England, hereby authorise Henry Horbaczewski to execute and deliver the
following documents on behalf of the Company:
(i) the Agreement and Plan of Merger among Reed Elsevier Inc., REH
Mergersub Inc. and Harcourt General, Inc.;
(ii) the Stockholder Agreement among Reed Elsevier Inc., REH Mergersub
Inc. and the Stockholders (as defined therein); and
(iii) any other documents, agreements, certificates or other instruments
as contemplated by the foregoing agreements.
Executed as a Deed on
behalf of the Company
this 25th day of October 2000
/s/ Mark Armour
------------------------------------
Director
/s/ Les Dixon
------------------------------------
Deputy Secretary
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[REED INTERNATIONAL P.L.C. LETTERHEAD]
POWER OF ATTORNEY
We, Reed International P.L.C. (the "COMPANY") of 25 Victoria Street, London
SW1H 0EX, England, hereby authorise Henry Horbaczewski to execute and deliver
the following documents on behalf of the Company:
(i) the Agreement and Plan of Merger among Reed Elsevier Inc., REH
Mergersub Inc. and Harcourt General, Inc.;
(ii) the Stockholder Agreement among Reed Elsevier Inc., REH Mergersub
Inc. and the Stockholders (as defined therein); and
(iii) any other documents, agreements, certificates or other instruments
as contemplated by the foregoing agreements.
Executed as a Deed on
behalf of the Company
this 25th day of October 2000
/s/ Mark Armour
------------------------------------
Director
/s/ Les Dixon
------------------------------------
Deputy Secretary
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[ELSEVIER NV LETTERHEAD]
POWER OF ATTORNEY
The undersigned,
MR. ERIK EKKER for these purposes acting in his capacity as company
secretary and permanent authorised representative for all intents and purposes
('ALGEMEEN PROCURATIEHOUDER') of Elsevier NV, a Dutch Company with limited
liability established in Amsterdam, with offices at Van de Sande Bakhuyzenstraat
4 (Amsterdam Chamber of Commerce file nr. 33155037), hereinafter 'THE COMPANY';
HEREBY AUTHORISES Mr. Henry Z. Horbaczewski of 48 Thackeray Road, Wellesley
Hills, Massachusetts, USA, to execute and deliver on behalf of the Company (i)
the Agreement and Plan of Merger among Reed Elsevier Inc., REH Mergersub Inc.
and Harcourt General, Inc., (ii) the Stockholder Agreement among Reed Elsevier
Inc., REH Mergersub Inc. and the Stockholders (as defined therein) and (iii) any
other documents, agreements, certificates or other instruments as contemplated
by the foregoing agreements, all in the broadest sense and with the power to
subdelegate.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
25 October 2000.
/s/ Erik Ekker
------------------------------------
ERIK EKKER
(Company Secretary)
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\ EXHIBIT INDEX
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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.
(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 the 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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