-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQzhVi26GFtyFV3V0hnFXtBrT27evPI/I/Hl65czwIPmIECnk9/yA9MjnWDPeGPS 2F8sv+6NgDz7GA0vadNawQ== 0000040493-96-000011.txt : 19961126 0000040493-96-000011.hdr.sgml : 19961126 ACCESSION NUMBER: 0000040493-96-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961125 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19961125 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARCOURT GENERAL INC CENTRAL INDEX KEY: 0000040493 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 041619609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04925 FILM NUMBER: 96671949 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 8-K 1 HARCOURT GENERAL, INC. NOV. 25, 1996 - 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 1996 HARCOURT GENERAL, INC. (Exact of name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-4925 04-1619609 (Commission File Number) (I.R.S. Employer Identification 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) Item 2. Acquisition or Disposition of Assets. On November 12, 1996, subject to the terms of an Exchange and Repurchase Agreement between Harcourt General, Inc. (the "Registrant") and The Neiman Marcus Group, Inc. ("NMG") incorporated herein by reference, NMG acquired from the Registrant (the "Repurchase") all of the issued and outstanding preferred stock of NMG, consisting of 500,000 shares of 9 1/4% Cumulative Redeemable Preferred Stock (the "9 1/4% Preferred Stock") and 1,000,000 shares of 6% Cumulative Convertible Preferred Stock (the "6% Preferred Stock" and, together with the 9 1/4% Preferred Stock, the "Preferred Stock") in exchange for 3,857,142 shares of NMG Common Stock issued to the Registrant (the "Stock Payment") and approximately $287 million (including accrued and unpaid dividends) in cash (the "Cash Payment"). To partially fund the Cash Payment, NMG sold 8,000,000 shares of its Common Stock in an underwritten public offering (the "Offering") pursuant to a Registration Statement on Form S-3 (No. 333-11721) filed with the Securities and Exchange Commission, from which it received (after underwriting discounts, commissions and estimated expenses of the Offering) approximately $267.3 million. NMG funded the balance of the Cash Payment through bank borrowings. Immediately prior to the Offering, the Registrant beneficially owned 22,572,360 shares of the Common Stock of NMG, representing approximately 59.4% of the issued and outstanding Common Stock of NMG, and all of the Preferred Stock. After giving effect to the Repurchase, the Registrant beneficially owns 26,429,502 shares of the Common Stock of NMG, representing approximately 53.0% of the issued and outstanding Common Stock of NMG. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information. See pages F-1 through F-6 (c) Exhibits. 2.1 Exchange and Repurchase Agreement, incorporated herein by reference to Exhibit 10.1 to Registration Statement on Form S-3 of The Neiman Marcus Group, Inc. dated October 10, 1996 (Registration No. 333-11721). -1- INDEX Item 7(b) Pro Forma Financial Information Page Number Introduction to Pro Forma Financial Information F-2 Condensed Consolidated Balance Sheets as of July 31, 1996 F-3 Condensed Consolidated Statements of Earnings for the nine months ended July 31, 1996 F-4 Consolidated Statements of Earnings for the year ended October 31, 1995 F-5 Notes to Pro Forma Financial Information F-6 F-1 Introduction to Pro Forma Financial Information Harcourt General, Inc. and Subsidiaries The historical consolidated financial statements presented below have been derived from the unaudited Condensed Consolidated Financial Statements for the nine months ended July 31, 1996 and the audited Consolidated Financial Statements for the year ended October 31, 1995, and are qualified by reference to, and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Condensed Consolidated Financial Statements and Notes thereto and the Consolidated Financial Statements and Notes thereto previously filed on Forms 10-Q and 10- K, respectively. The pro forma condensed consolidated balance sheet as of July 31, 1996, the pro forma condensed consolidated statement of earnings for the nine months ended July 31, 1996 and the pro forma consolidated statement of earnings for the year ended October 31, 1995 presented below give effect to the Repurchase as if it had occurred as of July 31, 1996, November 1, 1995 and November 1, 1994, respectively. The pro forma information does not purport to represent what the Company's results of operations would have been if the Repurchase had occurred as of the date indicated or what such results will be for any future periods. The pro forma information should be read in conjunction with the financial statements and accompanying notes thereto referred to above which have been previously filed on Forms 10-Q and 10-K. F-2 Condensed Consolidated Balance Sheets Harcourt General, Inc. and Subsidiaries (In thousands)
July 31, 1996 Historical Adjustments Pro Forma Assets Current assets Cash and equivalents $ 315,909 $ 224,645 (1) $ 540,554 Short-term investments 124,745 124,745 Accounts receivable, net 477,495 477,495 Inventories 573,852 573,852 Deferred income taxes 79,083 79,083 Other current assets 71,967 71,967 Total current assets 1,643,051 224,645 1,867,696 Property and equipment, net 571,883 (2,035) (2) 569,848 Other assets Prepublication costs, net 202,763 202,763 Intangible assets, net 469,542 (8,786) (2) 460,756 Other 147,179 147,179 Total other assets 819,484 (8,786) 810,698 Total assets $3,034,418 $ 213,824 $3,248,242 Liabilities Current liabilities Notes payable and current maturities of long-term liabilities $ 159,942 $ $ 159,942 Accounts payable 280,969 280,969 Accrued liabilities 324,220 324,220 Taxes payable 62,579 62,579 Other current liabilities 79,814 79,814 Total current liabilities 907,524 907,524 Long-term liabilities Notes and debentures 739,253 14,145 (3) 753,398 Other long-term liabilities 218,649 218,649 Total long-term liabilities 957,902 14,145 972,047 Deferred income taxes 198,398 (33,127) (4) 165,271 Minority interest - 217,653 (5) 217,653 Shareholders' equity Preferred stock 1,162 1,162 Common stocks 71,108 71,108 Paid-in capital 728,795 15,153 (6) 743,948 Cumulative translation adjustments (6,458) (6,458) Retained earnings 175,987 175,987 Total shareholders' equity 970,594 15,153 985,747 Total liabilities and shareholders' equity $3,034,418 $ 213,824 $3,248,242
See Notes to Pro Forma Financial Information. F-3 Condensed Consolidated Statements of Earnings Harcourt General, Inc. and Subsidiaries (In thousands except for per share amounts)
Nine months ended July 31,1996 Historical Adjustments Pro Forma Revenues $2,421,996 $ $2,421,996 Costs applicable to revenues 1,421,773 (100) (7) 1,421,673 Selling, general and administrative expenses 735,140 735,140 Corporate expenses 23,627 (320) (7) 23,307 Operating earnings 241,456 420 241,876 Investment income 20,957 10,739 (8) 31,696 Interest expense (61,876) (897) (9) (62,773) Earnings from continuing operations before income taxes 200,537 10,262 210,799 Income tax expense (68,183) (3,489)(10) (71,672) Net earnings $ 132,354 $ 6,773 $ 139,127 Weighted average number of common and common equivalent shares outstanding 72,832 72,832 72,832 Amounts per share of common stock: Net earnings $ 1.82 $ .09 $ 1.91
See Notes to Pro Forma Financial Information. F-4 Consolidated Statements of Earnings Harcourt General, Inc. and Subsidiaries (In thousands except for per share amounts)
Year ended October 31, 1995 Historical Adjustments Pro Forma Revenues $3,034,736 $ $3,034,736 Costs applicable to revenues 1,765,090 (130) (7) 1,764,960 Selling, general and administrative expenses 917,355 917,355 Corporate expenses 34,395 (430) (7) 33,965 Operating earnings 317,896 560 318,456 Investment income 39,945 13,862 (8) 53,807 Interest expense (88,735) (1,196) (9) (89,931) Earnings from continuing operations before income taxes 269,106 13,226 282,332 Income tax expense (91,496) (4,497)(10) (95,993) Earnings from continuing operations 177,610 8,729 186,339 Earnings (loss) from discontinued operations, net (11,727) - (11,727) Net earnings $ 165,883 $ 8,729 $ 174,612 Weighted average number of common and common equivalent shares outstanding 76,764 - 76,764 Amounts per share of common stock: Earnings from continuing operations $ 2.31 $ .11 $ 2.42 Earnings (loss) from discontinued operations (.15) - (.15) Net earnings $ 2.16 $ .11 $ 2.27
See Notes to Pro Forma Financial Information. F-5 HARCOURT GENERAL, INC. NOTES TO PRO FORMA FINANCIAL INFORMATION (1) Reflects net proceeds from the Offering and Repurchase (the Transactions), less estimated taxes payable related to the Repurchase. (2) Reflects reduction of tangible and intangible assets recorded with the Company's purchases of NMG common stock. The reduction was calculated based on the dilution of the Company's investment by the Offering. (3) Reflects the incremental borrowings to complete the Transactions. (4) Reflects the estimated effect of the Offering and the Repurchase on deferred taxes. (5) Reflects minority interest attributable to the Offering. (6) Reflects the Company's share of NMG's incremental equity as a result of the Transactions, net of estimated taxes. (7) Reflects the reduction in depreciation and amortization related to the reduced goodwill and property described in note (2). (8) Reflects incremental investment income attributable to the cash received from the Transactions, calculated at the effective rate earned by the Company on its cash and short term investments. (9) Reflects the incremental interest expense attributable to borrowings made by NMG to fund the Repurchase. (10) Reflects the incremental income taxes payable attributable to the net increase in earnings before taxes resulting from pro forma adjustments, at the Company's effective tax rate. See Notes to Pro Forma Financial Information. F-6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HARCOURT GENERAL, INC. Date: November 25, 1996 By: /s/ Eric P. Geller Eric P. Geller Senior Vice President, General Counsel and Secretary S-1 -----END PRIVACY-ENHANCED MESSAGE-----