SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A
Amendment No. 1
For Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended October 31, 1999
Commission File Number 1-4925
HARCOURT GENERAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-1619609
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
27 Boylston Street, Chestnut Hill, Massachusetts 02467
(Address of principal executive offices) (Zip Code)
Registrant's telephone number and area code: 617-232-8200
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
_____________________________ _______________________
Common Stock, $1.00 par value New York Stock Exchange
Series A Cumulative Convertible New York Stock Exchange
Stock, $1.00 par value
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X]
The aggregate market value of the Common Stock held by non-affiliates
of the registrant was $2.118 billion on January 21, 2000.
There were 51,712,107 shares of Common Stock, 20,020,258 shares of
Class B Stock and 812,769 shares of Series A Cumulative Convertible Stock
outstanding as of January 21, 2000.
Documents Incorporated by Reference
Portions of the Company's 1999 Annual Report to Stockholders are
incorporated by reference in Parts I, II and IV of this Report. Portions of
the Proxy Statement for the Annual Meeting of Stockholders to be held on March
10, 2000 are incorporated by reference in Part III of this Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
14(a)(3) Exhibits
The exhibits filed as part of this Annual Report are listed in
the Exhibit Index immediately preceding the exhibits. The Company has
identified with an asterisk in the Exhibit Index each management contract and
compensation plan filed as an exhibit to this Form 10-K in response to Item
14(c) of Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
HARCOURT GENERAL, INC.
By: /s/ Eric P. Geller
______________________
Eric P. Geller, Senior Vice President,
General Counsel & Secretary
Dated: October 24, 2000
S-1
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of the Company.
(Previously filed with the Company's Report on Form
10-K for the fiscal year ended October 31, 1999.)
3.2 By-Laws of the Company, as amended. (Previously filed
with the Company's Report on Form 10-K for the fiscal
year ended October 31, 1999.)
4.1 Indenture, dated as of May 1, 1987, between the
Company and Manufacturers Hanover Trust Company, as
Trustee, and Terms Agreement, dated March 16, 1988,
among the Company,The First Boston Corporation and
Salomon Brothers Inc relating to the Company's 9 1/2%
Subordinated Notes due 2000,incorporated herein by
reference to Exhibit 1 to the Company's Report on Form
8-K, dated March 16, 1988.
4.2 Indenture dated as of April 23, 1992 between the
Company and Bankers Trust Company, as Trustee,
relating to the Company's 8 1/4% Senior Notes Due 2002
and the Company's 8 7/8% Senior Debentures Due 2022,
incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-3, File No.
33-46148.
4.3 First Supplemental Indenture dated as of August 5,
1997 between the Company and Bankers Trust Company,
asTrustee, relating to the Company's 6.70% Senior
Notes Due 2007, the Company's 7.20% Senior Debentures
Due 2027, and the Company's 7.30% Senior Debentures
Due 2097, incorporated herein by reference to Exhibit
4.2 to the Company's Registration Statement on Form S-3,
File No. 333-30621.
4.4 Indenture dated as of May 15, 1986 between National
Education Corporation and Continental Illinois
National Bank and Trust Company of Chicago, as
Trustee, incorporated herein by reference to Exhibit
4.2 to Amendment No. 1 to National Education
Corporation's Registration Statement on Form S-3, File
No. 33-5552.
4.5 Tripartite Agreement dated as of June 1, 1990 among
National Education Corporation, IBJ Schroder Bank &
Trust Company and Continental Bank, National
Association, as resigning Trustee, incorporated herein
by reference to Exhibit 4 to National Education
Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1990, File No. 1-6981.
4.6 First Supplemental Indenture dated as of July 21, 1997
among National Education Corporation, Harcourt
General, Inc., and IBJ Schroder Bank & Trust Company,
incorporated herein by reference to Exhibit 4 the
Company's Registration Statement on Form 8-A, dated
July 22, 1997, File No. 1-4925.
4.7 Smith-Lurie/Marks Stockholders' Agreement, dated
December 29, 1986, incorporated herein by reference to
Exhibit 4.5 to the Company's Annual Report on Form 10-
K for the fiscal year ended October 31, 1992.
*10.1 1988 Stock Incentive Plan, incorporated herein by
reference to Exhibit 28.1 to the Company's
Registration Statement on Form S-8, File No. 33-26079.
*10.2 1997 Incentive Plan, incorporated herein by reference
to Exhibit 10.2 to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1997.
*10.3 1983 Key Executive Stock Purchase Loan Plan, as
amended, incorporated herein by reference to Exhibit
10.4(b) to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1984.
*10.4 Executive Medical Plan, as amended, incorporated
herein by reference to Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1994.
*10.5(a) Supplemental Executive Retirement Plan, incorporated
herein by reference to Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1988.
*10.5(b) Amendment to Supplemental Executive Retirement Plan,
dated October 26, 1990, incorporated herein by
reference to Exhibit 10.7(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended October
31, 1990.
*10.6 Deferred Compensation Plan for Non-Employee
Directors,incorporated herein by reference to Exhibit
10.6 of the Company's Annual Report on Form 10-K for
the fiscalyear ended October 31, 1998.
*10.7(a) Amended and Restated Deferred Compensation
Agreement,dated August 27, 1990, between the Company
and Richard A. Smith, incorporated herein by reference
to Exhibit 10.13 of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1990.
*10.7(b) Deferred Compensation Agreement dated as of
December15, 1994, between the Company and Richard A.
Smith, incorporated herein by reference to Exhibit
10.9(b) of the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1995.
*10.8(a) Split Dollar Life Insurance Agreement, dated as of
June 21, 1990, by and between the Company and the
Richard and Susan Smith 1990 Issue Trust, under a
Declaration of Trust dated as of April 3, 1990,
incorporated herein by reference to Exhibit 10.17 to
the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1991.
*10.8(b) Amendment, dated as of December 15, 1998, to Split
Dollar Life Insurance Agreement, dated as of June 21,
1990, by and between the Company and the Richard and
Susan Smith 1990 Issue Trust, under a Declaration of
Trust dated as of April 3, 1990, incorporated herein
by reference to Exhibit 10.8(b) of the Company's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1998.
*10.9 Key Employee Deferred Compensation Plan, as amended,
incorporated herein by reference to Exhibit 10.14 to
the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1994.
10.10 Amended and Restated Intercompany Services Agreement,
dated as of November 1, 1999, between the Company and
The Neiman Marcus Group, Inc. (Previously filed with
the Company's Report on Form 10-K for the fiscal year
ended October 31, 1999.)
10.11 Amended and Restated Intercompany Services Agreement
dated as of November 1, 1995, between the Company and
GC Companies, Inc., incorporated herein by reference
to Exhibit 10.11(b) of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995.
10.12(a) Credit Agreement dated as of July 18, 1997 among the
Company, the banks listed therein, The Chase Manhattan
Bank, as syndication agent, Morgan Guaranty Trust
Company of New York, as documentation agent, and
BankBoston, N.A., as administrative agent,
incorporated herein by reference to Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997.
10.12(b) Amendment dated January 30, 1998 to Credit
Agreementdated as of July 18, 1997 among the Company,
the banks listed therein, The Chase Manhattan Bank, as
syndication agent, Morgan Guaranty Trust Company of
New York, as documentation agent, and BankBoston,
N.A., as administrative agent, incorporated herein by
reference to Exhibit 10.12(b) to the Company's Annual
Report on Form 10-K for fiscal year ended October 31,
1998.
10.13 Amended and Restated Agreement and Plan of Merger,
dated as of July 1, 1999, among the Company, The
Neiman Marcus Group, Inc., and Spring Merger
Corporation, incorporated herein by reference to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999.
10.14 Amended and Restated Distribution Agreement dated as
of July 1, 1999, between the Company and The Neiman
Marcus Group, Inc., incorporated herein by reference
to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1999.
10.15 Amended and Restated Reimbursement and Security
Agreement dated as of January 26, 1999 between the
Company and GC Companies, Inc.
13.1 The following sections of the 1999 Annual Report to
Stockholders ("1999 Annual Report") which are
expressly incorporated by reference into this
Annual Report on Form 10-K. (Previously filed
with the Company's Report on Form 10-K for the
fiscal year ended October 31, 1999.):
Management's Discussion and Analysis of
Financial Condition and Results of Operations at
pages 23 through 26 of the 1999
Annual Report.
Consolidated Financial Statements and the Notes
thereto at pages 27 through 46 of the 1999
Annual Report.
Independent Auditors' Report at page 47 of the
1999 Annual Report.
The information appearing under the caption
"Five Year Summary (Unaudited)" on page 48 of
the 1999 Annual Report.
The information appearing under the caption
"Stock Information" (including the accompanying
tables and text)
on page 50 of the 1999 Annual Report.
21.1 Subsidiaries of the Company. (Previously filed
with the Company's Report on Form 10-K for the
fiscal year ended October 31, 1999.)
23.1 Consent of Deloitte & Touche LLP. (Previously
filed with the Company's Report on Form 10-K for
the fiscal year ended October 31, 1999.)
27.1 Financial Data Schedule. (Previously filed with
the Company's Report on Form 10-K for the fiscal
year ended October 31, 1999.)
