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 18, 2000
HARCOURT GENERAL, INC.
________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-4925 04-1619609
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
27 Boylston Street, Chestnut Hill, Massachusetts 02467
(Address of Principal Executive Offices) (Zip Code)
(617) 232-8200
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On October 18, 2000, Harcourt General, Inc. and Citibank, N.A.
agreed to amend the Confirmation for Equity Swap Transaction (the "Swap
Agreement") and the Purchase Agreement, each dated as of April 20, 2000.
A copy of such amendment to the Swap Agreement and Purchase
Agreement is filed herein as Exhibit 1 to this Form 8-K and is incorporated
herein by reference.
Exhibit Description
1 Amendment to the Confirmation for Equity Swap Transaction
and Purchase Agreement, dated October 18, 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.
Dated: October 25, 2000 By: /s/ Eric P. Geller
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Eric P. Geller
Senior Vice President, General
Counsel and Secretary
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<PAGE>
EXHIBIT INDEX
Exhibit Description
1 Amendment to the Confirmation for Equity Swap Transaction
and Purchase Agreement, dated October 18, 2000.
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<PAGE>
EXHIBIT 1
AMENDMENT TO THE CONFIRMATION
FOR EQUITY SWAP TRANSACTION AND PURCHASE AGREEMENT
The Confirmation for Equity Swap Transaction (the
"Confirmation") and Purchase Agreement (the "Purchase Agreement"), each dated
as of April 20, 2000 (the "Confirmation"), between Citibank, N.A.
("Citibank"), and Harcourt General, Inc. ("Counterparty") (the "Amendment")
are hereby amended as set forth below, such amendments to become effective as
of October 18, 2000 except as stated below.
1. Maturity Date Extension.
(a) The Maturity Date in Section 5(a) of the
Confirmation is extended, and thereby, deleted in its entirety and replaced
by the following:
"Maturity Date: February 23, 2001 (or, if such date is not a
Trading Day, the next Trading Day)."
2. Single Agreement.
Upon execution and delivery of this Amendment, the
Confirmation and the Purchase Agreement shall be modified and amended in
accordance with the terms of this Amendment and all the terms and conditions
of both shall be read together as though they constitute one instrument,
except that in the case of any conflict the provisions of this Amendment will
control. All references to the Confirmation or the Purchase Agreement,
"hereof", "herein", or other terms of like import shall mean the Confirmation
or the Purchase Agreement (as applicable) as amended by this Amendment.
3. Miscellaneous.
(a) All capitalized terms used in this Amendment but not
defined herein shall have the meanings given to them
in the Confirmation.
(b) Except as specifically amended hereby, the
Confirmation and the Purchase Agreement shall
continue in full force and effect.
4. Governing Law and Jurisdiction.
(a) Governing Law. This Amendment, (and, effective as
of April 20, 2000, the Confirmation and the Purchase Agreement) will be
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governed by and construed in accordance with the laws of the State of New
York.
(b) Jurisdiction. With respect to any suit, action or
proceedings relating to this Amendment (and, effective as of April 20, 1999,
the Confirmation and the Purchase Agreement) ("Proceedings"), each party
irrevocably (i) submits to the non-exclusive jurisdiction of the courts of
the State of New York and the United States District Court located in the
Borough of Manhattan in New York City; and (ii) waives any objection which it
may have at any time to the laying of venue of any Proceedings brought in any
such court, waives any claim that such Proceedings have been brought in an
inconvenient forum and further waives the right to object, with respect to
such Proceedings, that such court does not have any jurisdiction over such
party. Nothing in this provision precludes either party from bringing
Proceedings in any other jurisdiction nor will the bringing of Proceedings in
any one or more jurisdictions preclude the bringing of Proceedings in any
other jurisdiction.
(c) Waiver of Trial by Jury. Each of the Counterparty
and Citibank hereby irrevocably waives (on its own behalf and, to the extent
permitted by applicable law, on behalf of its stockholders) all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Amendment,
(and, effective as of April 20, 1999, the Purchase Agreement), the
Transaction or the actions of Citibank or its affiliates in the negotiation,
performance or enforcement hereof.
IN WITNESS WHEREOF, the parties have executed this
Amendment.
CITIBANK, N.A.
By:/s/ Herman Hirsch
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Authorized Representative
HARCOURT GENERAL, INC.
By:/s/ John R. Cook
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Authorized Representative
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