FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
Commission file number 1-5406
--------------------------------
HOUGHTON MIFFLIN COMPANY
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-1456030
----------------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Berkeley Street, Boston 02116 - 3754
--------------------------- ---------------
(Address of principal (Zip Code)
executive offices)
(617) 351-5000
- - -----------------------------------------
Registrant's telephone number, including area code
Not applicable
- - ---------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report.)
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 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.
X
Yes ________________ No __________________
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of July 31, 1994.
Class Outstanding at July 31, 1994
----- -----------------------------
Common Stock, $1 par value 14,426,226
Preferred Stock Purchase Rights 14,426,226
1 of 20
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HOUGHTON MIFFLIN COMPANY
INDEX
Page No.
Part I. Financial Information
Consolidated Condensed Balance Sheets
June 30,1994 and 1993 and December 31,1993 .... 3 - 4
Consolidated Condensed Statements of Income
and Retained Earnings -- Three and Six
Months Ended June 30, 1994 and 1993....... 5 - 6
Consolidated Condensed Statements of Cash Flows
Six Months Ended June 30, 1994 and 1993....... 7 - 8
Notes to Unaudited Consolidated Condensed
Financial Statements ......................... 9 - 11
Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 12 - 18
Part II. Other Information
Item 4. Submission of Matter to a Vote of
Security Holders........................... 19
Item 6. Exhibits and Reports on Form 8-K........... 20
Signatures................................. 20
2
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HOUGHTON MIFFLIN COMPANY
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, 1994 and 1993 and DECEMBER 31, 1993
(In thousands of dollars)
ASSETS
- - ------
June 30 June 30 December 31
1994 1993 1993
------- ------- ---------
(Unaudited) (Unaudited)
Current assets:
Cash and cash
equivalents $ 20,161 $ 6,836 $ 67,242
Marketable securities,
at cost, which
approximates market 600 - 18,107
------- ------- -------
20,761 6,836 85,349
Accounts receivable 124,838 125,832 116,814
Less allowance for
book returns 5,958 9,467 12,325
------- ------- -------
118,880 116,365 104,489
Inventories:
Finished goods 71,506 78,593 56,479
Work-in-process 2,563 7,359 4,875
Raw materials 3,372 4,482 2,647
------- ------ ------
77,441 90,434 64,001
Deferred income taxes
and prepaid expenses 19,284 24,083 14,010
------- ------- -------
Total current assets 236,366 237,718 267,849
Property, plant and
equipment and book plates
(net of accumulated
depreciation and amort-
ization of $84,986 in
1994, $85,391 in 1993
and $88,139 at
December 31, 1993) 74,636 71,598 66,170
McDougal intangible
assets, net 110,349 - -
Other assets, net 75,602 66,835 64,067
------- --------- ---------
$ 496,953 $ 376,151 $ 398,086
======== ========= ========
See accompanying notes to unaudited
consolidated condensed financial statements.
3
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HOUGHTON MIFFLIN COMPANY
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, 1994 and 1993, and DECEMBER 31, 1993
(In thousands of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
June 30 June 30 December 31
1994 1993 1993
------- ------- ----------
(Unaudited) (Unaudited)
Current liabilities:
Accounts payable $ 32,825 $ 47,821 $ 33,622
Short-term borrowings 59,478 46,000 24,605
Income taxes payable 2,221 - 2,463
Royalties 18,241 19,680 27,696
Salaries, wages
and commissions 2,605 2,513 10,301
Other 8,041 6,938 6,732
Restructuring costs 6,925 7,857 3,896
Current debt maturities - 292 1,955
------- ------- -------
Total current liabilities 130,336 131,101 111,270
Long-term debt 99,415 25,111 26,438
Accrued royalties 4,291 2,870 2,935
Other liabilities 11,593 9,436 9,413
Accrued postretirement
benefits 24,550 23,286 23,948
Stockholders' equity:
Preferred stock, $1 par value:
500,000 shares authorized:
none issued - - -
Common stock, $1 par value
70,000,000 shares authorized
14,758,726 shares issued 14,759 14,759 14,759
Capital in excess of
par value 28,272 23,311 30,612
Retained earnings 215,926 175,221 211,222
------- ------- -------
258,957 213,291 256,593
Unamortized value of
restricted stock - (220) -
Benefits trust assets,
at market value (29,052) (26,903) (31,144)
Common shares held in
treasury, at cost
(250,685 shares at June 30,
1994, 291,495 at June 30,
1993 and 232,459 at
December 31, 1993) ( 3,137) (1,821) (1,367)
------ ------- -------
Total stockholders' equity 226,768 184,347 224,082
------- ------- -------
$ 496,953 $ 376,151 $ 398,086
======= ======= =======
See accompanying notes to unaudited
consolidated condensed financial statements.
<PAGE>
4
HOUGHTON MIFFLIN COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
THREE MONTHS ENDED JUNE 30, 1994, and 1993
(Unaudited, in thousands except per share amounts)
1994 1993
------ ------
Net sales by industry segment:
Educational publishing:
School $ 83,597 $ 86,291
College 12,537 11,997
------ -------
96,134 98,288
General publishing 21,007 22,916
------- -------
117,141 121,204
Costs and expenses:
Cost of sales 55,666 59,708
Selling and administrative 45,678 43,007
Special charges - 10,560
------- -------
101,344 113,275
------- -------
Operating income 15,797 7,929
Other income (expense):
Equity in earnings of
InfoSoft International, Inc. 322 -
Interest income 133 128
Interest expense (2,233) (886)
------- -------
(1,778) (758)
Income before taxes and
extraordinary item 14,019 7,171
Income tax provision 5,319 2,689
------- -------
Income before
extraordinary item 8,700 4,482
Extraordinary item, net of taxes:
Loss on early extinguishment
of debt - (1,002)
------- ------
Net income 8,700 3,480
Retained earnings at beginning
of period 210,206 174,571
Dividends declared ($.215 per share
in 1994, $.205 per share in 1993) (2,980) (2,830)
-------- --------
Retained earnings at end
of period $ 215,926 $ 175,221
======== ========
Net income per share $0.63 $0.25
===== =====
Average number of common shares 13,853 13,805
====== ======
See accompanying notes to unaudited consolidated
condensed financial statements.
5
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HOUGHTON MIFFLIN COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
SIX MONTHS ENDED JUNE 30, 1994, and 1993
(Unaudited, in thousands except per share amounts)
1994 1993
-------- -------
Net sales by industry segment:
Educational publishing:
School $ 103,893 $ 106,144
College 22,217 22,523
-------- -------
126,110 128,667
General publishing 40,419 42,258
-------- -------
166,529 170,925
Costs and expenses:
Cost of sales 93,532 95,281
Selling and administrative 82,776 80,669
Special charges 6,513 10,560
------- -------
182,821 186,510
------- -------
Operating loss (16,292) (15,585)
Other income (expense):
Gain on sale of interest in
Software Division 36,212 -
Equity in earnings of
InfoSoft International, Inc. 571 -
Interest income 659 487
Interest expense (3,311) (1,816)
------- ------
34,131 (1,329)
------- ------
Income (loss) before taxes and
extraordinary item 17,839 (16,914)
Income tax provision (benefit) 5,929 (6,463)
------- ------
Income (loss) before
extraordinary item 11,910 (10,451)
Extraordinary item, net of taxes
Loss on early extinguishment
of debt (1,239) (1,002)
------ ------
Net income (loss) 10,671 (11,453)
Retained earnings at beginning
of period 211,222 192,326
Dividends declared ($.43 per share
in 1994, $.41 per share in 1993) (5,967) (5,652)
-------- -------
Retained earnings at end
of period $ 215,926 $ 175,221
======== ========
Net income (loss) per share $0.77 $(0.83)
======== ========
Average number of common shares 13,868 13,788
======= =======
See accompanying notes to unaudited consolidated
condensed financial statements.
6
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HOUGHTON MIFFLIN COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Unaudited, in thousands of dollars)
1994 1993
------ ------
Cash flows from (used in)
operating activities:
Net income (loss) $ 10,671 $(11,453)
Adjustments to reconcile
net income (loss) to net cash
used in operating activities:
Gain on sale of interest in
Software Division (36,212) -
Equity earnings in InfoSoft
International, Inc. (571) -
Depreciation and amortization 17,348 15,549
Loss on early extinguishment
of debt, net 1,239 1,002
------ ------
(7,525) 5,098
Changes in operating assets and
liabilities, net of acquisition
and disposal:
Accounts receivable (14,851) (29,603)
Inventories 940 (28,887)
Royalty advances (10,278) (10,945)
Accounts payable (5,493) 19,844
Income taxes 349 (9,021)
Other, net (5,039) 4,250
Salaries, wages and
commissions (9,067) (7,800)
------ ------
(43,439) (62,162)
------ ------
Net cash used in
operating activities (50,964) (57,064)
------ ------
Cash flows from (used in)
investing activities:
Acquisition of McDougal,
net of cash acquired (130,342) -
Dividend received from
InfoSoft International, Inc. 32,860 -
Book plate expenditures (12,514) (12,072)
Property, plant, and equipment
expenditures (3,700) (7,885)
Marketable securities 17,507 28,964
Sale of building and equipment - 1,020
------- -------
Net cash from (used in)
investing activities (96,189) 10,027
------ ------
Cash flows from (used in)
financing activities:
Dividends paid on common stock (5,967) (5,652)
Issuance of commercial paper 34,873 46,000
Issuance of long-term debt 99,400 -
Senior notes prepayment (26,960) (26,511)
Purchase of common stock (3,189) (653)
Exercise of stock options 611 1,071
Proceeds from rate lock 1,404 -
Capital lease payments (100) (23)
------- -------
Net cash from financing
activities 100,072 14,232
------- -------
Effect of exchange rate
changes on cash - (30)
------- ------
Net decrease in cash and
cash equivalents (47,081) (32,835)
Cash and cash equivalents
at beginning of year 67,242 39,671
------- ------
Cash and cash equivalents at
end of period $ 20,161 $ 6,836
======= ======
Marketable securities at end
of period $ 600 $ -
====== ======
See accompanying notes to unaudited consolidated
condensed financial statements.
7
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HOUGHTON MIFFLIN COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS con't
SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Unaudited, in thousands of dollars)
1994 1993
----- ------
Supplementary information:
Income taxes paid $5,190 $ 2,622
Interest paid $2,035 $ 1,909
See accompanying notes to unaudited
consolidated condensed financial statements.
8
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HOUGHTON MIFFLIN COMPANY
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL INFORMATION
(1) All normal and recurring adjustments that are, in the
opinion of management, necessary for the fair presentation
of the results for the interim period have been included.
The information contained in the interim financial
statements should be read in conjunction with the Company's
last Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
Results of interim periods are not necessarily indicative
of results to be expected for the year as a whole. The
effect of seasonal business fluctuations and the occurrence
of many costs and expenses in annual cycles require certain
estimations in the determination of interim results.
Certain reclassifications have been made to prior period
financial statements in order to conform to the
presentation used in the 1994 interim financial statements.
(2) The Company acquired McDougal, Littell & Company
("McDougal"), a leading publisher of high school
and elementary textbooks on March 1, 1994. The total
acquisition cost was approximately $140 million, of which
$128 million was paid to the former stockholders, $10
million represents liabilities of McDougal paid out of
corporate funds immediately prior to the acquisition,
and $2 million represents other third party acquisition
costs.
The acquisition cost was initially financed through a
combination of operating cash and $100 million in
short-term bank debt. The short-term bank debt was repaid
on April 5, 1994, with the proceeds from a $100 million
public debt offering ("Notes"). The Notes are unsecured
obligations which mature on April 1, 2004, and bear
interest at 7.125%, payable semi-annually.
The acquisition was accounted for as a purchase and the
results of operations have been included in the
consolidated financial statements since the date of
acquisition. The cost of the acquisition has been allocated
on the basis of the estimated fair market value of the
assets acquired and the liabilities assumed. The amounts
eventually allocable to publishing rights and goodwill are
9
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HOUGHTON MIFFLIN COMPANY
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL INFORMATION
-- Continued--
currently shown as intangible assets in the consolidated
condensed balance sheet. The intangible assets are
currently being amortized on a straight-line basis over a
period of approximately twenty years.
The following summary, presented on a pro forma basis,
combines the consolidated results of operations as if
McDougal had been acquired as of January 1, 1993 and 1994.
However, pro forma results for the six months ended June
30, 1994 and 1993 have been omitted. Due to the seasonal
nature and differences in accounting policies of
McDougal, restatement of operations for those periods
would not provide a meaningful comparison.
Three Months Ended
(In millions, except June 30, June 30,
per share amounts) 1994 1993
--------------------- --------------------
Net sales $ 117.1 $ 139.4
Income before
extraordinary item $ 8.7 $ 4.3
Net income $ 8.7 $ 3.3
Net income per share $ .63 $ .24
As a result of the limitations imposed with regard to
the types of permitted pro forma adjustments, the Company
believes that this unaudited pro forma information is not
indicative of future results of operations, nor the
results of historical operations had the acquisition
of McDougal been consummated as of the assumed dates.
(3) In March 1994, the Company's former Software Division
completed a public offering of 3,450,000 shares at an
offering price of $15 per share. In connection with the
public offering, the Company received a cash dividend of
$32,860,000 from the successor company to the Software
Division, InfoSoft International, Inc. ("InfoSoft"). The
Company's ownership interest in InfoSoft after the
offering was 40.1%.
An after-tax gain of $22.8 million, or $1.65 per share, was
recognized in connection with the InfoSoft public offering.
10
The Company's recognition of earnings from its investment
in InfoSoft is based upon the equity method of accounting.
The equity earnings included in the Company's results of
operations are based primarily upon the Software Division's
historical results adjusted for the current business
environment. Accordingly, differences between estimated
equity income and actual InfoSoft earnings will be
reflected in the subsequent quarter.
(4) The Company has incurred special charges of $6.5 million
and $10.6 million for the six months ended June 30, 1994,
and 1993, respectively. These charges relate primarily to
corporate and divisional staff reductions and consolidation
of owned or leased Company facilities.
(5) In March 1994, the Company completed the early redemption
of $25 million of 8.78% Senior Notes scheduled to mature in
March 1997. The refinancing cost of $1.2 million, or $.09
per share, was net of an income tax benefit of $.8 million.
The Company financed the early redemption of the Senior
Notes with operating cash and a portion of the net proceeds
received in connection with the InfoSoft public offering.
See Note 3.
In June 1993, the Company reported a refinancing cost
related to the early redemption of $25 million of 8.78%
Senior Notes due December 1994, for an after-tax loss of
$1.0 million, or $.07 per share.
(6) The Board of Directors, at its July 27, 1994, meeting,
declared a quarterly dividend of $.215 per share, payable
on August 24, 1994, to shareholders of record on
August 10, 1994.
11
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter 1994 versus Second Quarter 1993
- - -------------------------------------------------
Net sales for the second quarter ended June 30, 1994, were
$117.1 million, a decrease of 3% from the $121.2 million
reported for the second quarter 1993. Net income was $8.7
million, or $.63 per share, compared with $3.5 million, or $.25
per share, after special charges and an extraordinary loss
recorded in 1993's second quarter. Net income in the second
quarter of 1993, before special charges and extraordinary loss
was $11.1 million, or $.80 per share.
Net sales from the Company's educational publishing segment
declined by $2.2 million, or 2%, from last year's second
quarter. Net sales increases from newly acquired McDougal nearly
offset sales shortfalls from other segment components. School
Division sales, excluding McDougal, declined from 1993 by $20.5
million due largely to the expected reductions in the sale of
elementary school reading products as well as increased
competition. The education testing market continues to shift
from norm-referenced standardized test to more customized
criterion-referenced tests. This transition continues
to affect The Riverside Publishing Company, where
sales performance increased, but did not match prior period
sales gains. Riverside has been preparing for this market shift
for some time, developing its expertise in customizing tests and
diversifying its business base to include more clinical and
guidance assessment products. The College Division reported a 5%
second-quarter net sales gain.
12
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General publishing segment net sales declined $1.9 million, or
8%, compared to the same period in 1993. However, segment sales
increased 5% from the second quarter 1993 when adjusted for the
sales reported by the Company's former Software Division. Trade
& Reference reported a 7% increase in net sales, primarily in
adult and reference titles.
The Company's operating income for the second quarter was $15.8
million, compared to $18.5 million, before special charges, for
the same period in 1993. The decrease in earnings of $2.7
million is primarily attributed to the School Division's expected
sales decline. The ratio of cost of sales to net sales
decreased in the second quarter mainly as a result of the
addition of McDougal secondary titles, which carry a lower
cost of sales component. Selling and administrative
expenses were $2.7 million higher in the second quarter of 1994
which included $5.5 million of McDougal operating expenses and
$1.5 million of intangible assets amortization. Excluding the
impact of McDougal, selling and administrative expenses would
have decreased $4.4 million, or 10%, from the second quarter of
1993.
The special charges of $10.6 million recorded in the second
quarter of 1993 related to workforce reductions and facilities
consolidations. The after-tax cost of the special charges was
13
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$6.6 million, or $.48 per share. The extraordinary loss of $1.0
million, or $.07 per share, was incurred as a result of the
prepayment of $25 million of Senior Notes due in 1994.
Investment income was flat with last year's second quarter.
However, interest expense increased by approximately $1.3 million
due to the increase in debt service requirements related to the
outstanding commercial paper and 7.125% Notes issued in April
1994 to finance the McDougal acquisition.
Six Months Ended June 30, 1994 and 1993
- - ---------------------------------------
Net sales for the six months ended June 30, 1994, were $166.5
million, or 3% lower compared to the $170.9 from the same
period in 1993. Educational publishing segment sales decreased
$2.6 million, or 2%, from the $128.7 million reported in 1993.
Net sales increases from newly acquired McDougal nearly offset
sales shortfalls from other segment components. School Division
sales, excluding McDougal, declined from 1993 by $21 million,
due largely to the expected reductions in the sale of elementary
school reading products as well as increased competition. The
Riverside Publishing Company's sales remained flat in 1994
compared to the same period in 1993 primarily due to the shifting
marketplace noted in the second quarter discussion. Net sales
from the College Division were down by 1% from the same period
of the prior year.
General publishing segment net sales decreased $1.8 million,
or 4%, to $40.4 million in 1994, primarily as a result of the
sale of the Company's former Software Division. Adjusted for the
revenues reported by the former Software Division, the segment's
net sales increased by 6%. Net sales reported by Trade &
14
<PAGE>
Reference increased 8%, due to net sales gains in juvenile and
adult.
The Company's operating loss for the six months ended June 30,
1994, before special charges, was $9.8 million, compared to $5.0
million in the same period of 1993. The $4.8 million increase in
the operating loss is attributed to a decrease in the School
Division's sales, dilution from McDougal and a 91% decrease in
earnings from the Company's former Software Division. The ratio
of cost of sales to net sales increased in the first half of 1994
as a result of higher manufacturing costs related to product mix
and acquisition and integration expenses associated with
McDougal. Selling and administrative expenses were higher in the
first half of 1994 due to $7.9 million of incremental operating
expenses and $2.0 million of intangible assets amortization
incurred with the addition of McDougal. Excluding the impact of
the McDougal acquisition, selling and administrative expenses
would have decreased $7.8 million, or 10%, from the first half of
1993. The special charges of $6.5 million and $10.6 million
incurred in the first half of 1994 and 1993, respectively, relate
to the restructuring actions initiated in 1991 to streamline
business operations.
Investment income increased $.2 million from 1993's first half
due to a higher average cash balance available for investing
compared to last year's first half. Interest expense increased
in 1994 due to the interest cost requirements of the commercial
15
<PAGE>
paper outstanding and the issuance of the 7.125% Notes due 2004
related to the McDougal acquisition.
The six months ended June 30, 1994, included an after-tax gain of
$22.8 million, or $1.65 per share, recognized in connection with
the March 1, 1994, public offering of InfoSoft International,
Inc., the successor company to the former Software Division.
The extraordinary financing loss represents the cost incurred
with the prepayment of $25 million of Senior Notes due in 1997.
The after-tax loss was $1.2 million, or $.09 per share.
The Company's effective tax rate for the first half of 1994 was
33% compared with 36% for the calendar year 1993. The effective
tax rate of 33% reflected the utilization of available tax
benefits due primarily to the pre-tax gain related to the
InfoSoft public offering. The Company's effective tax
rate for 1994 is estimated at 39%. The increase over the 1993
effective tax rate of 36% reflects tax law changes enacted in
1993 that became effective on January 1, 1994, and the
intangible asset amortization expense related to the McDougal
acquisition.
On July 29, 1994, the Company's new K-6 mathematics program was
not recommended for adoption by the California Curriculum
Commission. Since the program's spring publication, it has
generated more than $6 million in orders, and its total 1994
sales are now expected to be well ahead of this year's budget
16
<PAGE>
target. Net income will be reduced by approximately $.40 per
share in 1995, and lesser amounts thereafter, if the Company's
elementary mathematics program is not adopted by the California
State Board of Education.
Liquidity and Capital Resources
- - ---------------------------------
The Company's total cash position (including marketable
securities) at June 30, 1994, was $20.8 million, compared with
$6.8 million at June 30, 1993. The Company's total cash usage
and seasonal liquidation of marketable securities in the first
half of 1994 totaled $64.6 million. This compared with $61.8
million for the first half of 1993. The Company's $64.6 million
net cash related outlays in the first half of 1994 included the
McDougal acquisition, redemption of Senior Notes due in 1997
less ten-year financing for the McDougal acquisition, including
proceeds from a hedge of long-term interest rates, and the
pre-tax InfoSoft cash dividend. The net cash requirement for
these activities amounted to $23.6 million. In 1993, a
prepayment of Senior Notes in the amount of $26.5 million was
also included but this transaction was refinanced with
commercial paper.
Net cash required to fund operating activities decreased by $6.1
million, due primarily to reduced inventories, increased
collections of accounts receivable, partially offset by uses in
other assets and liabilities. The combined book plate and fixed
17
<PAGE>
asset expenditures decreased $3.7 million in 1994. The decrease
in fixed asset expenditures of $4.2 million is related primarily
to the move and consolidation of facilities within the new Boston
headquarters in June of 1993.
Net cash from financing activities, other than proceeds from the
issuance of 7.125% Notes due 2004 and the prepayment of Senior
Notes, decreased $14.5 million in 1994. The principal changes
reflect a decrease in the issuance of commercial paper from
1993 to 1994, partially offset by increased purchases of the
Company's common stock.
The Company's available resources at June 30, 1994, plus funds
expected to be generated from operating activities and available
short-term borrowing facilities are believed to be sufficient to
meet total cash requirements for the foreseeable future.
18
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matter to a Vote of Security Holders
At the Annual Stockholders' Meeting on April 27, 1994,
at which a quorum was present, the stockholders approved
the following proposals by the number of shares of
common stock voted as noted:
Proposal #1 - Election of Class II Directors for
a three year term:
Number of Shares
Voted For Withheld
---------- ---------
Gail Deegan 13,698,703 36,338
James O. Freedman 13,694,568 40,473
Charles R. Longsworth 13,695,157 39,884
Alfred L. McDougal 13,566,506 168,535
The following directors continued their term in
office: Joseph A. Baute, Nader F. Darehshori,
Stephen O. Jaeger, Mary H. Lindsay, John F. Magee,
Claudine B. Malone, George Putnam, Ralph Z. Sorenson,
and DeRoy C. Thomas.
Proposal #2 - Ratification of Ernst & Young as
independent auditors for the fiscal
year ended December 31, 1994.
For - 13,683,822
Against - 15,798
Abstained - 35,421
19
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Item 6. Exhibits and Reports on Form 8-K
(b) Report on Form 8-K
Registrant filed one report on Form 8-K dated
April 12, 1994, reporting the Company's
$100 million public debt offering.
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 thereunto duly authorized.
HOUGHTON MIFFLIN COMPANY
------------------------
Registrant
Dated: August 11, 1994 /S/ Stephen O. Jaeger
------------------------
Stephen O. Jaeger
Executive Vice President,
Chief Financial Officer,
and Treasurer
Dated: August 11, 1994 /S/ Michael J. Lindgren
------------------------
Michael J. Lindgren
Divisional Vice President
and Controller
20
