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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 5 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. 5
TO SCHEDULE 14D-9
This Amendment No. 5 to Schedule 14D-9 amends and supplements the
Schedule 14D-9 (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 by the Company and
Amendment No. 4 filed with the SEC on December 19, 2000 by 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 9 EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following:
(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. 2000).
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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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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
