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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 6 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. 6
TO SCHEDULE 14D-9
This Amendment No. 6 to Schedule 14D-9 amends and supplements the
Schedule 14D-9 initially filed with the Securities and Exchange Commission
("SEC") on November 8, 2000, by Harcourt General, Inc. (the "Company"),
Amendment No. 1 filed with the SEC on November 20, 2000 by the Company,
Amendment No. 2 filed with the SEC on December 6, 2000 by the Company, Amendment
No. 3 filed with the SEC on December 19, 2000, Amendment No. 4 filed with the
SEC on December 19, 2000 and Amendment No. 5 filed with the SEC on January 8,
2001 by the Company (as amended, the "Schedule 14D-9") 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 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The first sentence of the fourth paragraph in the section "Reed
Elsevier's Plans for the Company" is amended to read in its entirety as follows:
"Under the Sale and Purchase Agreement, Reed Elsevier has agreed not to
take certain actions under the Merger Agreement, including without limitation
with respect to waiving any conditions to the Offer, which would in any manner
materially prejudice Thomson's position or obligations under the Sale and
Purchase Agreement, without the prior written consent of Thomson (which consent
shall not be unreasonably withheld)."
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following:
"In order to accommodate the Antitrust Division's timetable for review
of both the purchase of Shares pursuant to the Offer and the Subsequent
Transaction, on January 17, 2001 the Antitrust Division and Reed Elsevier
reached an understanding that after both Reed Elsevier and Harcourt have
certified substantial compliance with, respectively, the second request and
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civil investigative demand issued in connection with the purchase of Shares
pursuant to the Offer, Reed Elsevier will not, prior to March 20, 2001,
consummate the Offer unless both Thomson and Harcourt have received early
termination or expiration of the second waiting period for the Subsequent
Transaction."
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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.
Dated: January 18, 2001 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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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated November 8, 2000
(incorporated by reference to Exhibit (a)(2) to the
Schedule TO of the Purchaser filed on November 8,
2000).
(a)(2) Form of Letter of Transmittal (incorporated by
reference to Exhibit (a)(2) to the Schedule TO of the
Purchaser filed on November 8, 2000).
(a)(3) Letter to Stockholders dated November 8, 2000.*
(a)(4) Press Release, dated October 27, 2000.*
(a)(5) Opinion of Goldman Sachs dated October 27, 2000.*
(a)(6) Instructions for Participants in Harcourt's Dividend
Reinvestment Plan.*
(a)(7) Press Release of Reed Elsevier dated January 8, 2001
(incorporated by reference to Exhibit (a)(10) of
Amendment No. 5 to the Schedule TO of the Purchaser
filed on January 8, 2001).
(e)(1) Agreement and Plan of Merger dated as of October 27,
2000 among Parent, Purchaser and the Company
(incorporated by reference to Exhibit (d)(1) to the
Schedule TO of the Purchaser dated November 8, 2000).
(e)(2) Confidentiality Agreement, dated June 28, 2000,
between Reed Elsevier plc and the Company
(incorporated by reference to Exhibit (d)(3) to the
Schedule TO of the Purchaser filed on November 8,
2000).
(e)(3) The Information Statement of the Company, dated
November 8, 2000.*
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* Previously filed
