This Amendment No. 4 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, Amendment No. 2 filed on December 6, 2000 and Amendment No. 3 filed on December 18, 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.

Item 10.   Source and Amount of Funds or Other Consideration

           The following paragraphs are hereby inserted in the section of the Offer to Purchase entitled "The Offer - Source and Amount of Funds" immediately after the second paragraph and before the last paragraph.

           "As contemplated by the Commitment Letter, Reed Elsevier, Elsevier Finance SA, Reed Elsevier (UK) Limited, Reed International P.L.C., Elsevier NV, Deutsche Bank and certain of its affiliates and Morgan Stanley Dean Witter Bank Limited entered into a credit agreement, dated December 13, 2000, as amended pursuant to a letter of amendment, dated December 20, 2000 (the "Credit Agreement"). The Credit Agreement provided that Morgan Stanley Dean Witter Bank Limited, Morgan Stanley Senior Funding, Inc. and Deutsche Bank would provide to Reed Elsevier and Elsevier Finance SA, on specified terms and subject to specified conditions up to $8.5 billion in credit financing. This amount was reduced to $5.7 billion pursuant to a letter of cancellation, also dated December 13, 2000. The cancellation under the terms of the Credit Agreement was made as a consequence of Reed International P.L.C. and Elsevier NV completing equity issuances generating combined net proceeds of approximately $1.8 billion on December 5, 2000 and the decision to maintain rather than replace and retire existing credit facilities totaling $1 billion. On December 20, 2000, Reed Elsevier (UK) Limited, Deutsche Bank AG London, Morgan Stanley Dean Witter Bank Limited, Morgan Stanley Senior Funding, Inc. and 32 financial institutions signed a transfer certificate pursuant to which Deutsche Bank AG London, Morgan Stanley Dean Witter Bank Limited and Morgan Stanley Senior Funding, Inc. transferred all or part of each of their original lending commitments under the Credit Agreement to the 32 financial institutions.

           The Credit Agreement now consists of three facilities with the following terms: (i) a committed 364 day multicurrency revolving credit facility (subject to a 12 month extension pursuant to a term-out option) in a maximum aggregate amount of $1.2 billion; (ii) a committed three year multicurrency revolving credit facility in a maximum aggregate amount of $2.5 billion and (iii) a committed 364 day term credit facility in a maximum aggregate amount of $2 billion. The interest rate payable on any funds made available under these credit facilities will generally be in a range from 0.35% to 0.625% over the relevant London Interbank Offered Rate (LIBOR).

           The Credit Agreement also contains representations, warranties, covenants, events of default and conditions customary for credit facilities of this size and type. Reed Elsevier and Elsevier Finance SA have agreed to pay certain fees and Reed Elsevier, Elsevier Finance SA, Reed International P.L.C. and Elsevier NV have agreed to provide customary indemnities to Deutsche Bank, Morgan Stanley Dean Witter Bank Limited, Morgan Stanley Senior Funding, Inc. and the other lenders with respect to the credit facilities.

           The foregoing summary of the Credit Agreement, its related documents and the Commitment Letter is qualified in its entirety by reference to the text of the Credit Agreement, including the exhibits, schedules and amendments thereto, the letter of cancellation, the transfer certificate and the Commitment Letter. Copies of the Credit Agreement, the letter of cancellation, the letter of amendment and the transfer certificate are filed as Exhibits (b)(2), (b)(3), (b)(4) and (b)(5) to this Amendment. A copy of the Commitment Letter is attached as Exhibit (b)(1) to the Schedule TO."

Item 12.    Exhibits

           Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following: