-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kxQLSSqs10Wg01lO3ut4uRv1lcfKF5rxAFa4bqgToDM9yTwiWQGQAHhNq9jolUaK y0WSfbi4cpIJ5fwTLsDCqw== 0000040493-94-000013.txt : 19940914 0000040493-94-000013.hdr.sgml : 19940914 ACCESSION NUMBER: 0000040493-94-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940731 FILED AS OF DATE: 19940913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARCOURT GENERAL INC CENTRAL INDEX KEY: 0000040493 STANDARD INDUSTRIAL CLASSIFICATION: 5311 IRS NUMBER: 041619609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04925 FILM NUMBER: 94548834 BUSINESS ADDRESS: STREET 1: 27 BOYLSTON ST / BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 BUSINESS PHONE: 6172328200 MAIL ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL CINEMA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MID WEST DRIVE IN THEATRES INC DATE OF NAME CHANGE: 19660907 10-Q 1 HG FORM 10-Q FOR QTR ENDED 7/31/94 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended July 31, 1994 Commission File Number 1-4925 HARCOURT GENERAL, INC. (Exact of name of registrant as specified in its charter) Delaware 04-1619609 State or other jurisdiction of (I.R.S. Employer incorporation or organization) dentification No.) 27 Boylston Street, Chestnut Hill, MA 02167 (Address of principal executive offices) (Zip Code) (617) 232-8200 (Registrant's telephone number, including area code) 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 of 1934 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 As of September 9, 1994, the number of shares outstanding of each of the issuer's classes of common stock was: Class Shares Outstanding Common Stock, $1 Par Value 55,978,375 Class B Stock, $1 Par Value 21,901,589 HARCOURT GENERAL, INC. I N D E X Part I. Financial Information Page Number Item 1. Condensed Consolidated Balance Sheets as of July 31, 1994 and October 31, 1993 1 Condensed Consolidated Statements of Operations for the Nine and Three Months Ended July 31, 1994 and 1993 2 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 1994 and 1993 3 Notes to Condensed Consolidated Financial Statements 4-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 Exhibit 11.1 14 Exhibit 27.1 15 1 HARCOURT GENERAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands) July 31, October 31, 1994 1993 Assets Current assets Cash and equivalents $ 328,482 $ 466,925 Accounts receivable - trade, net 624,975 493,384 Inventories 502,069 470,525 Deferred income taxes 75,022 20,016 Other current assets 50,925 53,095 Total current assets 1,581,473 1,503,945 Property and equipment, net 524,420 516,541 Other assets Prepublication costs, net 159,144 137,959 Intangible assets 414,560 400,028 Other 111,414 111,601 Total other assets 685,118 649,588 Net assets of discontinued operations Theatre - 135,804 Insurance 370,391 328,323 Total assets $3,161,402 $ 3,134,201 Liabilities and Shareholders' Equity Current liabilities Notes payable and current maturities of long-term liabilities $ 133,201 $ 64,904 Accounts payable 243,325 283,693 Accrued liabilities 383,968 358,636 Taxes payable 51,007 35,322 Other current liabilities 85,067 49,331 Total current liabilities 896,568 791,886 Long-term liabilities Notes and debentures 908,744 923,618 Other long-term liabilities 183,198 167,031 Total long-term liabilities 1,091,942 1,090,649 Deferred income taxes 174,749 200,088 Shareholders' equity Preferred stock 1,461 1,996 Common stock 77,878 77,307 Paid-in capital 723,699 861,928 Cumulative translation adjustments (6,413) (5,524) Retained earnings 201,518 115,871 Total shareholders' equity 998,143 1,051,578 Total liabilities and shareholders' equity $3,161,402 $ 3,134,201 See Notes to condensed consolidated financial statements. 2 HARCOURT GENERAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands except for per share amounts) For the Nine Months For the Three Months Ended July 31, Ended July 31, 1994 1993 1994 1993 Revenues $2,351,543 $2,346,605 $ 815,114 $885,775 Costs applicable to revenues 1,442,664 1,403,123 450,005 462,415 Selling, general and administrative expenses 695,543 713,397 219,754 241,726 Corporate expenses 26,906 31,219 7,967 13,314 Restructuring of Contempo Casuals 48,401 - 48,401 - Operating earnings 138,029 198,866 88,987 168,320 Investment income 11,033 10,587 3,393 3,032 Interest expense (64,119) (63,131) (21,254) (21,427) Other income (expense) - 20,023 - (732) Earnings from continuing operations before income taxes 84,943 166,345 71,126 149,193 Income taxes 30,579 62,082 25,605 55,841 Earnings from continuing operations 54,364 104,263 45,521 93,352 Earnings from discontinued operations, net 66,097 40,102 43,664 13,403 Net earnings $ 120,461 $ 144,365 $ 89,185 $106,755 Weighted average number of common and common equivalent shares outstanding 79,819 79,596 79,800 79,625 Earnings per common share Earnings from continuing operations $ .68 $ 1.31 $ .57 $ 1.17 Earnings from discontinued operations, net .83 .50 .55 .17 Net earnings $ 1.51 $ 1.81 $ 1.12 $ 1.34 Dividends per share: Common Stock $ .45 $ .42 $ .15 $ .14 Class B Stock $ .405 $ .378 $ .135 $ .126 Series A Stock $ .5175 $ .4425 $ .1725 $ .1475
See Notes to condensed financial statements. 3 HARCOURT GENERAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands) For the Nine Months Ended July 31, 1994 1993 Cash flows from operating activities Net earnings from continuing operations $ 54,364 $104,263 Adjustments to reconcile net earnings to net cash (used) provided by operating activities: Other income - (20,755) Deferred income taxes (45,345) - Depreciation and amortization 123,458 124,630 Other items 11,463 15,337 Changes in assets and liabilities: Accounts receivable (131,076) (249,694) Inventories (30,926) (51,614) Other current assets 2,207 (2,299) Current liabilities 34,379 63,503 18,524 (16,629) Discontinued insurance operating activities (45,630) 17,297 Discontinued theatre operating activities - 47,747 Net cash (used) provided by operating activities (27,106) 48,415 Cash flows from investing activities Capital expenditures, net (137,481) (106,184) Other items (24,946) (5,113) (162,427) (111,297) Discontinued insurance investing activities (262,711) (328,928) Discontinued theatre investing activities - (11,739) Net cash used by investing activities (425,138) (451,964) Cash flows from financing activities Proceeds from borrowing 73,300 71,500 Repayment of debt (19,769) (5,921) Cash dividends paid (34,814) (32,417) Equity transactions, net (2,286) 651 16,431 33,813 Discontinued insurance financing activities 297,370 316,775 Net cash provided by financing activities 313,801 350,588 Cash and equivalents Decrease during the period (138,443) (52,961) Beginning balance 466,925 430,728 Ending balance $328,482 $377,767 Supplemental schedule of non cash item: Tax settlements in discontinued operations $ 35,000 $ -
See Notes to condensed consolided financial statements. 4 HARCOURT GENERAL, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The condensed consolidated financial statements of Harcourt General, Inc. (the Company) are submitted in response to the requirements of Form 10-Q and should be read in conjunction with the consolidated financial statements in the Company's Annual Report on Form 10-K. In the opinion of management, these statements contain all adjustments, consisting only of normal recurring accruals and restructuring charges, necessary for a fair presentation of the results for the interim periods presented. The July 31, 1994 condensed consolidated financial statements include the April 30, 1994 condensed consolidated financial statements of The Neiman Marcus Group, Inc. (NMG), which are filed with the Securities and Exchange Commission on Form 10-Q. The Company owns approximately 65% of the fully-converted equity of NMG. The Company's businesses are seasonal in nature, and historically the results of operations for these periods have not been indicative of the results for the full year. 2. Discontinued operations
Nine Months Ended July 31, Three Months Ended July 31, (In thousands) 1994 1993 1994 1993 Insurance Operations $ 31,097 $ 30,361 $ 8,664 $ 8,790 Tax settlements 35,000 - 35,000 - Theatre Operations - 9,741 - 4,613 Net earnings from discontinued operations $ 66,097 $ 40,102 $ 43,664 $ 13,403
Discontinued Insurance Operations - Pursuant to a Stock Purchase Agreement dated as of June 30, 1994, the Company has agreed to sell its insurance business to General Electric Capital Corporation (GECC). At the closing, which is subject to the approval of several state insurance regulatory authorities and other conditions, the purchase price to be paid by GECC will be $400 million in cash, plus interest at the annual rate of 7% for the period from June 17, 1994 through the closing date. This transaction is expected to close by the end of calendar 1994. The condensed consolidated financial statements have been restated to reflect the insurance business as a discontinued operation. Revenues applicable to the discontinued insurance business were $111.1 million and $372.9 million for the three and nine months ended July 31, 1994 and $122.7 million and $402.0 million for the three and nine months ended July 31, 1993. 5 HARCOURT GENERAL, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Discontinued operations (continued)
Net assets of the discontinued insurance business consist of the following: July 31, October 31, 1994 1993 Discontinued insurance assets Fixed maturity securities, at amortized cost (market value $2,994,963 and $2,915,850) $3,023,291 $2,665,378 Commercial paper 18,995 105,764 Other investments and cash 40,015 45,987 Premiums, accounts, and investment income receivable 68,174 70,965 Deferred policy acquisition costs 171,549 155,534 Other insurance assets 126,185 127,320 Total discontinued insurance assets 3,448,209 3,170,948 Discontinued insurance liabilities Policyholder reserves and deposits 2,731,843 2,450,023 Unearned premiums 165,637 175,937 Policy and contract claims 117,951 123,621 Other insurance liabilities 62,387 93,044 Total discontinued insurance liabilities 3,077,818 2,842,625 Net discontinued insurance assets $ 370,391 $ 328,323
Tax Settlements - During the quarter ended July 31, 1994, the Company recognized $35 million of tax benefits for various federal and state tax settlements relating to the Company's soft drink bottling business, which was sold in 1989. Discontinued Theatre Operations - On December 15, 1993, the Company completed the spinoff of its theatre operations in a tax-free distribution to its shareholders. The newly created company is named GC Companies, Inc. (GCC). Under the plan of distribution, the Company transferred to GCC approximately $135.0 million of net theatre assets including approximately $64.0 million in cash. Revenues applicable to the discontinued theatre operations were $148.7 million and $380.1 million for the three and nine months ended July 31, 1993. 6 HARCOURT GENERAL, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. Restructuring of Contempo Casuals In April 1994, NMG recorded a pre-tax charge of $48.4 million related to NMG's decision to close forty under-performing Contempo Casuals retail stores and all of the Pastille retail stores. Because NMG's financial statements are consolidated with a lag of one quarter, this charge is reflected in the Company's financial statements for the nine months ended July 31, l994. This restructuring charge, which is reflected in accrued liabilities, includes an estimate for lease termination costs, the write-down of fixed assets, inventory liquidation costs, and other related expenses. 4. Statement of Financial Accounting Standards No. 115 In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115). SFAS No. 115 revises the accounting and reporting for all investments in debt securities and for investments in equity securities that have determinable fair values. The Company is required to adopt SFAS No. 115 no later than fiscal 1995 and has determined that it will not be material to the Company's continuing operations or financial position. 7 HARCOURT GENERAL, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations
The following table illustrates revenues and operating earnings by business segment. Nine Months Ended July 31, Three Months Ended July 31, (In thousands) 1994 1993 1994 1993 Revenues: Publishing $ 614,783 $ 681,838 $308,965 $387,376 Specialty retailing 1,630,994 1,552,724 472,670 456,485 Professional services 105,766 112,043 33,479 41,914 Total revenues $2,351,543 $2,346,605 $815,114 $885,775 Operating earnings: Publishing $ 84,412 $ 102,845 $114,409 $143,573 Specialty retailing 112,129 104,129 26,939 28,724 Restructuring of Contempo Casuals (48,401) - (48,401) - Professional services 16,795 23,112 4,007 9,338 Corporate expenses (26,906) (31,220) (7,967) (13,315) Total operating earnings $ 138,029 $ 198,866 $ 88,987 $168,320
Nine Months Ended July 31, 1994 Compared To Nine Months Ended July 31, 1993 Publishing Publishing revenues in the nine months ended July 31, 1994 decreased 9.8% compared with revenues in the nine months ended July 31, 1993. Significantly lower revenues in the educational division were partially offset by increased revenues in the scientific, technical and medical publishing business during the 1994 period. In the 1993 period the educational division benefited from strong sales of its newly released Treasury of Literature reading program. The increase in 1994 revenues in the scientific, technical and medical publishing businesses was primarily due to higher sales of scientific books and journals both in the United States and internationally. Publishing operating earnings declined 17.9% compared with the same period last year. Lower operating earnings for the educational division were partially offset by an increase in operating earnings for the scientific, technical and medical publishing businesses. The 1994 decline in operating earnings from the 1993 period for the educational division is primarily attributable to the decrease in revenues. The increase in operating earnings for the scientific, technical and medical publishing businesses from the same 1993 period represents higher sales of scientific books and journals. Specialty Retailing Specialty retailing results are reported with a lag of one quarter so that operating results of The Neiman Marcus Group, Inc. (NMG) for the nine months ended April 30, 1994 are consolidated with the Company's operating results for the nine months ended July 31, 1994. Revenues in the thirty-nine weeks ended April 30, l994 increased 5.0% over revenues in the thirty-nine weeks ended May 1, l993. Higher revenues at the Neiman Marcus and Bergdorf Goodman divisions were partially offset by lower revenues at the Contempo Casuals division. The number of stores was substantially unchanged in the current period. 8 HARCOURT GENERAL, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Speciality Retailing operating earnings decreased 38.8% when compared with the same 1993 period due largely to a $48.4 million charge for restructuring of the Contempo Casuals division. Operating earnings increases at the Neiman Marcus and Bergdorf Goodman divisions, which were due to higher revenues and finance charge income, were partially offset by an increase in costs of goods sold and volume-related selling costs and a decline in Contempo Casuals' operating results. The $48.4 million pre-tax restructuring charge is the result of an evaluation of the operating performance of the Contempo Casuals division. Based upon this evaluation, NMG decided to close forty under-performing Contempo Casuals retail stores and all of the Pastille retail stores. The restructuring charge for Contempo Casuals and Pastille includes the following costs: (In millions) Contempo Pastille Total Lease termination costs $ 10.7 $ 10.0 $ 20.7 Write-down of fixed assets 6.2 6.6 12.8 Inventory liquidation costs 4.8 6.0 10.8 Other expenses 1.4 2.7 4.1 Total restructuring charge $ 23.1 $ 25.3 $ 48.4 NMG does not presently anticipate that there will be additional charges related to this restructuring and does not contemplate any future restructuring charges. Substantially all of the savings which are expected to result from the restructuring are attributable to the elimination of the losses generated by the closed stores. As of August 12, 1994, all of the Contempo Casuals and Pastille stores provided for in the restructuring were closed. The amount of fiscal 1994 losses attributable to the closed stores was approximately $4.5 million for Contempo Casuals and approximately $7.5 million for Pastille. As of July 30, 1994, $7.0 million of cash payments had been made for lease terminations; all final cash payments for lease terminations are expected to occur by October 29, 1994. In addition, NMG anticipates that there will be other cost savings due to streamlining of foreign buying, product development and other business processes. Professional Services Professional services revenues decreased 5.6% compared with the same period last year, with the majority of the decrease occurring in the third quarter of 1994 compared to the third quarter of 1993. The decrease reflects lower volume in the executive outplacement programs. Professional services operating earnings decreased 27.3% compared with the same 1993 period. This decrease is attributable to the lower sales volume; operating costs in 1994 were at the same level as the 1993 period. Corporate expenses Corporate expenses decreased $4.3 million in the first nine months of 1994. Corporate expenses in the 1993 period included higher employee benefit and director related costs, as well as expenses associated with other corporate activities. 9 HARCOURT GENERAL, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Other Income Other income in 1993 represents a gain from the reduction in the level of NMG's estimated liabilities due to the settlement of various disputes with Carter Hawley Hale Stores, Inc. Income Tax Expense The Company's effective tax rate is estimated to be 36.0% in fiscal 1994 and was 36.9% in fiscal 1993. During the first quarter of 1994, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" which requires the asset and liability method of accounting for income taxes. The effect of adopting this standard was not material to the Company's financial position or results of operations. Quarter Ended July 31, 1994 Compared to Quarter Ended July 31, 1993 Publishing Publishing revenues declined 20.2% for the three months ended July 31, 1994 compared to the same period a year ago. Educational revenues decreased significantly, while scientific, technical and medical publishing revenues were up modestly. Lower sales of elementary and secondary textbooks in 1994 as compared to 1993, as well as delays in ordering from schools, contributed to the decline in educational revenues, while increased subscription and journal sales favorably affected 1994 scientific, technical and medical publishing revenues. Operating earnings decreased by 20.3% compared to the same quarter a year ago. The decline was driven primarily by lower sales volume in the educational business, offset slightly by higher scientific, technical and medical operating earnings. Specialty Retailing Results of NMG are reported with a lag of one quarter, so that NMG's operating results for its quarter ended April 30, 1994 are consolidated with the Company's operating results for the quarter ended July 31, 1994. NMG's revenues in the thirteen weeks ended April 30, 1994 increased 3.6% over revenues in the thirteen weeks ended May 1, l993. Higher revenues at the Neiman Marcus division and Bergdorf Goodman were partially offset by lower revenues at the Contempo Casuals division. 10 HARCOURT GENERAL, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating earnings decreased substantially when compared with the same 1993 period, attributable primarily to a $48.4 million restructuring charge at the Contempo Casuals division. Operating earnings increases at the Neiman Marcus and Bergdorf Goodman divisions, which were due to higher revenues and finance charge income, were partially offset by an increase in costs of goods sold and volume-related selling costs as well as a decline in the operating performance at the Contempo Casuals division. Professional Services Professional services revenues decreased $8.4 million to $33.5 million in the 1994 third quarter from $41.9 million in the 1993 third quarter. The decrease from an exceptionally strong 1993 quarter reflects lower volume in group outplacement programs. Professional services operating earnings decreased $5.3 million compared to the same period in the prior year. This decrease is attributable to the lower sales volume. Corporate Expenses The higher corporate expenses in the 1993 quarter were primarily attributable to higher employee benefit and director related costs as well as expenses associated with other corporate activities. Liquidity and Capital Resources General The following discussion analyzes liquidity and capital resources by operating, investing and financing activities as presented in the Company's condensed consolidated statements of cash flows. Because NMG is a separate public company, Harcourt General has no access to NMG's earnings or cash flow other than through the receipt of cash dividends paid by NMG. Similarly, NMG has no claim on the Company's assets. Cash provided by continuing operating activities for the nine months ended July 31, 1994 was $18.5 million excluding adjustments for the Company's discontinued insurance operations. The cash provided by the Company's operations was used to fund capital expenditures and dividend requirements. Since October 31, l993, working capital decreased $27.2 million. The most significant items affecting working capital were increases in accounts receivable of $131.1 million and inventories of $30.9 million and decreases in accounts payable of $40.4 million, which were partially offset by a $25.3 million increase in accrued liabilities, a $15.7 million increase in taxes payable and a $35.7 million increase in other current liabilities. 11 HARCOURT GENERAL, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cash flows used by investing activities excluding discontinued insurance operations were $162.4 million for the nine months ended July 31, 1994. The Company's investing activities in the 1994 period included capital expenditures totaling $137.5 million. Publishing capital expenditures in the 1994 nine month period totaled $87.7 million and were related principally to expenditures for prepublication costs. Specialty retailing capital expenditures in the 1994 period totaled $45.6 million and were primarily related to store renovation and expansion of the mail order facility. Capital expenditures in the publishing business are expected to approximate $130.0 million in fiscal 1994. Capital expenditures for NMG in fiscal 1994 are expected to approximate $65.0 million. Other investing activities in 1994 include goodwill purchased in publishing acquisitions. The Company has agreed to sell its insurance businesses to General Electric Capital Corporation for the sum of $400 million in cash, plus accrued interest at the annual rate of 7% for the period from June 17, 1994 through the closing date. This transaction is expected to close prior to the end of calendar 1994. Financing activities primarily reflect additional borrowings of $73.3 million under NMG's revolving credit agreements, the purchase of $18.9 million of the remaining Harcourt Brace debt and the payment of $34.8 million in dividends. At July 31, 1994, the Company's consolidated long-term liabilities totaled $1.1 billion. That amount includes $436.9 million of NMG long-term liabilities which are not guaranteed by the Company. The Company has committed borrowing capacity of $400.0 million, none of which was outstanding at July 31, 1994. At April 30, 1994, NMG had committed borrowing capacity totaling $400.0 million of which $305.5 million was outstanding at April 30, l994, and uncommitted borrowing capacity totaling $65.0 million, none of which was outstanding at April 30, 1994. The Company believes that cash generated from operations, cash on hand and available debt capacity are sufficient to fund operating requirements, capital expenditures and other investing activities for the foreseeable future. 12 PART II Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 11.1 Computation of average number of shares outstanding used in determining primary and fully diluted earnings per share. 27.1 Financial Data Schedule (b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during the quarter ended July 31, 1994. 13 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 hereunto duly authorized. HARCOURT GENERAL, INC. Date: September 12, 1994 s/John R. Cook John R. Cook Senior Vice President and Chief Financial Officer Date: September 12, 1994 s/Stephen C. Richards Stephen C. Richards Vice President and Controller Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----