<PAGE> 1
As filed with the Securities and Exchange Commission on April 14, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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, MA 02116
(617) 351-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
PAUL D. WEAVER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
HOUGHTON MIFFLIN COMPANY
222 BERKELEY STREET
BOSTON, MA 02116
(617) 351-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
COPIES TO:
JOHN O. NEWELL
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MA 02109
(617) 570-1000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement, as determined by
the Registrant..
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
If this form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] (File No. 33-64903)
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If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Aggregate Registration Fee
be Registered Registered (1) Offering Price (1) Offering Price (1)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $15,000,000 100% $15,000,000 $4,170
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to rule 457(c) of the Securities Act of 1933, as amended.
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<PAGE> 3
INCORPORATION OF INFORMATION BY REFERENCE
The information in the Registration Statement filed by Houghton Mifflin
Company (File No. 33-64903) with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, is incorporated by reference into
this Registration Statement.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, the Commonwealth of Massachusetts, on April
14, 1999.
HOUGHTON MIFFLIN COMPANY
By: /s/ NADER F. DAREHSHORI
---------------------------------
Nader F. Darehshori
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ NADER F. DAREHSHORI Chairman of the Board, President, April 14, 1999
- ----------------------------------------------- Chief Executive Officer and
Nader F. Darehshori Director (principal executive
officer)
/s/ GAIL DEEGAN Executive Vice President and Chief April 14, 1999
- ----------------------------------------------- Financial Officer
Gail Deegan (principal financial officer)
/s/ DAVID R. CARON Vice President and April 14, 1999
- ----------------------------------------------- Controller (principal accounting
David R. Caron officer)
* Director April 14, 1999
- -----------------------------------------------
Joseph A. Baute
* Director April 14, 1999
- -----------------------------------------------
James O. Freedman
* Director April 14, 1999
- -----------------------------------------------
Michael Goldstein
* Director April 14, 1999
- -----------------------------------------------
Gail H. Klapper
</TABLE>
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<TABLE>
<S> <C> <C>
* Director April 14, 1999
- -----------------------------------------------
Mary H. Lindsay
* Director April 14, 1999
- -----------------------------------------------
Charles R. Longsworth
* Director April 14, 1999
- -----------------------------------------------
John F. Magee
* Director April 14, 1999
- -----------------------------------------------
Claudine B. Malone
* Director April 14, 1999
- -----------------------------------------------
Alfred L. McDougal
* Director April 14, 1999
- -----------------------------------------------
George Putnam
* Director April 14, 1999
- -----------------------------------------------
Ralph Z. Sorenson
* Director April 14, 1999
- -----------------------------------------------
Robert J. Tarr, Jr.
Paul D. Weaver, Senior Vice President and General Counsel of the registrant, signs this document as attorney-in-fact
on behalf of the above-named directors pursuant to powers of attorney duly executed by such directors and filed with
the Securities and Exchange Commission contemporaneously herewith.
* By: /s/ PAUL D. WEAVER April 14, 1999
- -----------------------------------------------
Paul D. Weaver
Attorney-in-Fact
</TABLE>
<PAGE> 6
EXHIBIT INDEX
Number Description
- ------ -----------
1 Form of Underwriting Agreement*
4.1 Indenture dated as of March 15, 1994 between Houghton Mifflin Company
and State Street Bank and Trust Company, as successor trustee to The
First National Bank of Boston**
4.2 First Supplemental Indenture dated as of July 27, 1995 between the
Company and State Street Bank and Trust Company, as successor trustee
to The First National Bank of Boston*
4.3 Form of Debt Securities (included in Exhibit 4.1)
5 Opinion of Goodwin, Procter & Hoar LLP regarding legality of securities
being registered
12 Calculation of Ratios of Earnings to Fixed Charges***
23.1 Consent of Ernst & Young LLP
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5)
24 Power of Attorney
25 Statement of Eligibility and Qualification of Trustee on Form T-1*
- ----------
* Previously filed as an exhibit to the registrant's registration statement on
Form S-3 (file no. 33-64903) and incorporated herein by reference.
** Previously filed as an exhibit to the registrant's registration statement on
Form S-3 (file no. 33-51700) and incorporated herein by reference.
*** Previously filed as an exhibit to the registrant's annual report on Form
10-K for the year ended December 31, 1998 (file no. 1-5406) and incorporated
herein by reference.
<PAGE> 1
Exhibit 5
April 14, 1999
Houghton Mifflin Company
222 Berkeley Street
Boston, MA 02116
Ladies and Gentlemen:
We have acted as counsel for Houghton Mifflin Company, a Massachusetts
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 relating to $15,000,000 aggregate principal
amount of debt securities (the "Debt Securities"). The Debt Securities are being
registered pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
relating to the Registration Statement on Form S-3 (file no. 33-64903),
including the prospectus contained therein. The prospectus contained in the
Registration Statement is incorporated by reference into the Rule 462(b) filing.
We are familiar with the proceedings heretofore taken, and are familiar with the
additional proceedings proposed to be taken, by the Company in connection with
the authorization, issuance, authentication and sale of the Debt Securities.
We have examined copies of the Company's Restated Articles of
Organization, as amended, and Bylaws, the prospectus included in the
Registration Statement, and such other records, documents and statutes as we
have deemed necessary for purposes of this opinion. In our examination, we have
assumed, among other things, the validity of all signatures, the legal capacity
of all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such copies.
Based upon the foregoing, we are of the opinion that when the Debt
Securities have been duly and validly authorized by all necessary action on the
part of the Company and have been duly executed and delivered by the Company and
authenticated by the trustee, the Debt Securities will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency or other
laws relating to or affecting creditors' rights generally or by general equity
principles, and the holders thereof will be entitled to the benefits of the
Indenture, as supplemented or amended.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the Commonwealth of
Massachusetts and the federal laws of the United States of America.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act of 1933 and applicable requirements
of state laws regulating the offer and sale of securities.
We hereby consent to the use of our name in the Prospectus under the
caption "Validity of Debt Securities" and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
Goodwin, Procter & Hoar LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Houghton Mifflin
Company for the registration of $15,000,000 of debt securities and to the
incorporation by reference therein of our report dated January 26, 1999,
except for the third paragraph of Note 14, as to which the date is February 28,
1999, with respect to the consolidated financial statements and schedule of
Houghton Mifflin Company included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
April 14, 1999
<PAGE> 1
Exhibit 24
DIRECTORS OF
HOUGHTON MIFFLIN COMPANY
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned Directors of Houghton Mifflin Company, a Massachusetts
corporation (the "Corporation"), hereby constitute and appoint Nader F.
Darehshori, Gail Deegan and Paul D. Weaver, and each of them acting singly, with
full power of substitution and resubstitution, as attorneys or attorney to sign
for us and in our names, in the capacities indicated below, under the Securities
Act of 1933, as amended, a Registration Statement on Form S-3 relating to the
registration of debt securities and any and all amendments and exhibits thereto,
including post-effective amendments and amendments filed pursuant to Rule
462(b), and any and all applications or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as we
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 31st day of March, 1999.
/s/ NADER F. DAREHSHORI
- ---------------------------------
Nader F. Darehshori
/s/ JOSEPH A. BAUTE
- ---------------------------------
Joseph A. Baute
/s/ JAMES O. FREEDMAN
- ---------------------------------
James O. Freedman
/s/ MICHAEL GOLDSTEIN
- ---------------------------------
Michael Goldstein
/s/ GAIL H. KLAPPER
- ---------------------------------
Gail H. Klapper
/s/ MARY H. LINDSAY
- ---------------------------------
Mary H. Lindsay
/s/ CHARLES R. LONGSWORTH
- ---------------------------------
Charles R. Longsworth
<PAGE> 2
/s/ JOHN F. MAGEE
- ---------------------------------
John F. Magee
/s/ CLAUDINE B. MALONE
- ---------------------------------
Claudine B. Malone
/s/ ALFRED L. MCDOUGAL
- ---------------------------------
Alfred L. McDougal
/s/ GEORGE PUTNAM
- ---------------------------------
George Putnam
/s/ RALPH Z. SORENSON
- ---------------------------------
Ralph Z. Sorenson
/s/ ROBERT J. TARR, JR.
- ---------------------------------
Robert J. Tarr, Jr.
