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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. 3)
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
Transaction Valuation* Amount of Filing Fee**
$4,400,646,387 $880,130
<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. 3 TO SCHEDULE TO
This Amendment No. 3 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 and Amendment No. 2 filed on December
6, 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 11. Additional Information
Item 11 of Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby amended and supplemented by adding
thereto the following:
"On December 15, 2000, the Antitrust Division extended the waiting period
applicable to the Subsequent Transaction by requesting additional information
relevant to the Subsequent Transaction from Thomson and the Company.
Accordingly, unless further extended with the consent of Purchaser, Thomson and
the Company or by court order, 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 compliance by the Company and Thomson with such request."
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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 18, 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
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.
