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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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HARCOURT GENERAL, INC.
(NAME OF SUBJECT COMPANY)
HARCOURT GENERAL, INC.
(NAME OF PERSON(s) FILING STATEMENT)
Common Stock, Par Value $1.00 Per Share
Series A Cumulative Convertible Stock, Par Value $1.00 Per Share
(TITLE OF CLASS OF SECURITIES)
41163G 10 1
41163G 20 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ERIC P. GELLER
HARCOURT GENERAL, INC.
27 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02467
(617) 232-8200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(s) FILING STATEMENT)
Copy to:
JOHN G. FINLEY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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AMENDMENT NO. 1
TO SCHEDULE 14D-9
This Amendment No. 1 to Schedule 14D-9 amends and supplements the
Schedule 14D-9 (the "Schedule 14D-9") initially filed with the Securities and
Exchange Commission on November 8, 2000 by Harcourt General, Inc. (the
"Company") relating to the tender offer by REH Mergersub, Inc. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Reed
Elsevier Inc., a Massachusetts corporation ("Reed Elsevier"), to purchase all
outstanding shares of common stock, par value $1.00 per share (the "Common
Shares"), at a price of $59.00 per share, and all outstanding shares of series A
cumulative convertible stock, par value $1.00 per share (the "Preferred
Shares"), at a price of $77.29 per share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 8, 2000 and the related Letter of Transmittal
(which, together with any supplements or amendments thereto, collectively
constitute the "Offer"). The Offer is described in a Tender Offer Statement on
Schedule TO (as amended or supplemented from time to time, the "Schedule TO"),
filed by the Purchaser with the Securities and Exchange Commission on November
8, 2000.
The information in the Schedule 14D-9 is hereby expressly incorporated
herein by reference, except as otherwise set forth below. Capitalized terms used
and not defined herein shall have the meanings set forth in the Schedule 14D-9.
ITEM 8 ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following:
"Thomson, the Company and Purchaser each filed, on November 15, 2000, a
Notification and Report Form with respect to the Subsequent Transaction with the
Antitrust Division and the FTC. As a result, the waiting period applicable to
the Subsequent Transaction with Thomson is scheduled to expire at 11:59 p.m.,
New York City time, on December 15, 2000. However, prior to such time, the
Antitrust Division or the FTC may extend such waiting period by requesting
additional information or documentary material relevant to the Subsequent
Transaction from Thomson or Purchaser. If any such request is made, 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 substantial compliance by
Thomson, and/or Purchaser, as the case may be, with such request. Thereafter,
such waiting period can be extended only by court order or with the consent of
Thomson, the Company and Purchaser.
On November 17, 2000, the Antitrust Division extended the waiting period
applicable to the purchase of Shares pursuant to the Offer by requesting
additional information relevant to the Offer from Purchaser. Accordingly unless
further extended with the consent of Purchaser or by court order, the waiting
period applicable to the purchase of Shares pursuant to the Offer will be
extended until 11:59 p.m., New York City time, on the tenth day after
substantial compliance by Purchaser with such request."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
HARCOURT GENERAL, INC.
By: /s/ Eric P. Geller
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Name: Eric P. Geller
Title: Senior Vice President, General
Counsel and Secretary
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