HOUGHTON MIFFLIN CO
10-Q/A, 2000-12-01
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<PAGE>   1
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        FOR THE QUARTERLY PERIOD FROM JULY 1, 1999 TO SEPTEMBER 30, 1999
                         COMMISSION FILE NUMBER 1-5406

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

 For the transition period from .................... to .......................

               --------------------------------------------------

                            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 ST., BOSTON                                   02116-3764
(Address of principal executive offices)                         (Zip Code)


        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 351-5000


                                 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.

         Yes  [X]           No  [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 1999.

          Class                                Outstanding at October 31, 1999
--------------------------------               -------------------------------
  Common Stock, $1 par value                             31,095,798
Preferred Stock Purchase Rights                          31,095,798



<PAGE>   2


INTRODUCTION.

     This amendment on Form 10-Q/A amends the Registrant's Quarterly Report on
Form 10-Q, as filed by the Registrant on November 15, 1999, and is being filed
solely to reflect the restatement of the Registrant's Exhibit No. 27- Financial
Data Schedule. The Form 10-Q, Exhibit No. 27- Financial Data Schedule was
originally filed with quarterly financial information and is now being revised
to reflect year-to-date financial information.

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibit No. (27) Financial Data Schedule (Revised)




<PAGE>   3


                                   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:  December 1, 2000                    /s/ Gail Deegan
                                             -----------------------------------
                                                     Gail Deegan
                                               Executive Vice President,
                                               Chief Financial Officer


     Dated:  December 1, 2000                   /s/ David R. Caron
                                             -----------------------------------
                                                   David R. Caron
                                                    Vice President,
                                                  Corporate Controller


<PAGE>   4


                            Houghton Mifflin Company
                                Index To Exhibits
                                   Item 6(a)


Exhibit No       Description of Document             Page Number in This Report
----------       -----------------------             --------------------------

 (27)            Financial Data Schedule (Revised)

<PAGE>   5
[ARTICLE] 5
[MULTIPLIER] 1,000
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   9-MOS
[FISCAL-YEAR-END]                          DEC-31-1999
[PERIOD-END]                               SEP-30-1999
[CASH]                                           8,591
[SECURITIES]                                       819
[RECEIVABLES]                                  365,021
[ALLOWANCES]                                    29,532
[INVENTORY]                                    173,669
[CURRENT-ASSETS]                               522,335
[PP&E]                                         343,605
[DEPRECIATION]                                 195,428
[TOTAL-ASSETS]                               1,180,671
[CURRENT-LIABILITIES]                          357,736
[BONDS]                                              0
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                        31,073
[OTHER-SE]                                     425,425
[TOTAL-LIABILITY-AND-EQUITY]                 1,180,671
[SALES]                                        762,954
[TOTAL-REVENUES]                               762,954
[CGS]                                          328,247
[TOTAL-COSTS]                                  630,504
[OTHER-EXPENSES]                                 5,586
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                              23,754
[INCOME-PRETAX]                                103,110
[INCOME-TAX]                                    41,373
[INCOME-CONTINUING]                             61,737
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                 30,323
[CHANGES]                                            0
[NET-INCOME]                                    92,060
[EPS-BASIC]                                       3.20
[EPS-DILUTED]                                     3.14
</TABLE>


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