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): October 27, 2000
HARCOURT GENERAL, INC.
(Exact Name of registrant specified in its charter)
Delaware 1-4925 04-1619609
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
27 Boylston Street
Chestnut Hill, Massachusetts 02467
(Address of principal executive offices)
Registrant's telephone number:
(617) 232-8200
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Item 5. Other Events
On October 27, 2000, Harcourt General, Inc. (the "Company")
announced the signing of an Agreement and Plan of Merger with Reed Elsevier
Inc. and its wholly-owned subsidiary, REH Mergersub Inc. (the "Agreement and
Plan of Merger"). The following information is attached hereto: (i) the
Agreement and Plan of Merger (Exhibit 2.1) and (ii) the related press release
dated October 27, 2000 (Exhibit 99.1).
On November 1, 2000, the Association of Research Librarians ("ARL")
announced that it asked the U.S. Department of Justice ("DOJ") to
investigate Reed Elsevier's acquisition of the Company's scientific, technical
and medical journals and textbooks and to block the transactions contemplated
by the Agreement and Plan of Merger. The ARL also indicated its willingness to
meet with and provide information to DOJ relevant to its concerns. The
Company does not believe that the transactions contemplated by the Agreement
and Plan of Merger will result in a violation of any applicable antitrust laws.
No assurance can be given as to the outcome of any government investigation
into Reed Elsevier's acquisition of the scientific, technical and medical
journal business of the Company or any other government investigation.
On November 8, 2000, in connection with the transactions
contemplated by the Agreement and Plan of Merger, the Company filed with the
Securities and Exchange Commission a Solicitation/Recommendation Statement on
Schedule 14d-9 (the "Schedule 14d-9") and an Information Statement pursuant to
Section 14(f) under the Securities Exchange Act of 1934 and Rule 14f-1
thereunder (the "Information Statement"). The following information is
attached hereto: (i) the Schedule 14d-9 (Exhibit 99.2) and (ii) the
Information Statement (Exhibit 99.3).
Item 7. Financial Statements and Exhibits
Exhibit 2.1 Agreement and Plan of Merger among the Company,
Reed Elsevier Inc. and REH Mergersub Inc. dated as of
October 27, 2000 (incorporated by reference to
Exhibit (e)(1) to the Schedule 14d-9 of the Company
filed on November 8, 2000).
Exhibit 99.1 Press release dated October 27, 2000 announcing
Agreement and Plan of Merger among the Company, Reed
Elsevier Inc. and REH Mergersub Inc. (incorporated by
reference to Exhibit (a)(4) to the Schedule 14d-9 of
the Company filed on November 8, 2000).
Exhibit 99.2 Solicitation/Recommendation Statement of the Company
on Schedule 14d-9 (filed on November 8, 2000 by the
Company).
Exhibit 99.3 Information Statement of the Company (incorporated by
reference to Exhibit (e)(4) to the Schedule 14d-9 of
the Company filed on November 8, 2000).
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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.
(Registrant)
By: /s/ Eric P. Geller
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Name: Eric P. Geller
Title: Senior Vice President, General
Counsel and Secretary
Date: November 15, 2000
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INDEX TO EXHIBITS
Exhibit Number Exhibit
Exhibit 2.1 Agreement and Plan of Merger among the Company, Reed Elsevier
Inc. and REH Mergersub Inc. dated as of October 27, 2000
(incorporated by reference to Exhibit (e)(1) to the
Schedule 14d-9 of the Company filed on November 8, 2000).
Exhibit 99.1 Press release dated October 27, 2000 announcing Agreement and
Plan of Merger among the Company, Reed Elsevier Inc. and
REH Mergersub Inc. (incorporated by reference to
Exhibit (a)(4) to the Schedule 14d-9 of the Company filed on
November 8, 2000).
Exhibit 99.2 Solicitation/Recommendation Statement of the Company on
Schedule 14d-9 (filed on November 8, 2000 by the Company).
Exhibit 99.3 Information Statement of the Company (incorporated by
reference to Exhibit (e)(4) to the Schedule 14d-9 of the
Company filed on November 8, 2000).
