SC 14D9/A 1 0001.txt As Filed with the Securities and Exchange Commission on December 19, 2000 ========================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________________ AMENDMENT NO. 4 TO SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 ____________________ HARCOURT GENERAL, INC. (Name of Subject Company) HARCOURT GENERAL, INC. (Name of Person(s) Filing Statement) Common Stock, Par Value $1.00 Per Share Series A Cumulative Convertible Stock, Par Value $1.00 Per Share (Title of Class of Securities) 41163G 10 1 41163G 20 0 (CUSIP Number of Class of Securities) ____________________ Eric P. Geller Harcourt General, Inc. 27 Boylston Street Chestnut Hill, Massachusetts 02467 (617) 232-8200 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) Copy to: John G. Finley, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. AMENDMENT NO. 4 TO SCHEDULE 14D-9 This Amendment No. 4 to Schedule 14D-9 amends and supplements the Schedule 14D-9 (the "Schedule 14D-9") initially filed with the Securities and Exchange Commission ("SEC") on November 8, 2000, by Harcourt General, Inc. (the "Company"), Amendment No. 1 filed with the SEC on November 20, 2000 by the Company, Amendment No. 2 filed with the SEC on December 6, 2000 by the Company and Amendment No. 3 filed with the SEC December 18, 2000 by the Company, relating to the tender offer by REH Mergersub, Inc. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Reed Elsevier Inc., a Massachusetts corporation ("Reed Elsevier"), to purchase all outstanding shares of common stock, par value $1.00 per share (the "Common Shares"), at a price of $59.00 per share, and all outstanding shares of series A cumulative convertible stock, par value $1.00 per share (the "Preferred Shares"), at a price of $77.29 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 8, 2000 and the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the "Offer"). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the "Schedule TO"), filed by the Purchaser with the Securities and Exchange Commission on November 8, 2000. The information in the Schedule 14D-9 is hereby expressly incorporated herein by reference, except as otherwise set forth below. Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 14D-9. Item 8 Additional Information. Item 8 of the Schedule 14D-9, which incorporates by reference the information contained in the Schedule TO, is hereby amended and supplemented by adding thereto the following: "On December 15, 2000, the Antitrust Division extended the waiting period applicable to the Subsequent Transaction by requesting additional information relevant to the Subsequent Transaction from Thomson and the Company. Accordingly, unless further extended with the consent of Purchaser, Thomson and the Company or by court order, the waiting period applicable to the Subsequent Transaction will be extended until 11:59 p.m., New York City time, on the 20th day after compliance by the Company and Thomson with such request." SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Harcourt General, Inc. By: /s/ Eric P.Geller ----------------- Name: Eric P. Geller Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX (a)(1) Offer to Purchase, dated November 8, 2000 (incorporated by reference to Exhibit (a)(2) to the Schedule TO of the Purchaser filed on November 8, 2000). (a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the Schedule TO of the Purchaser filed on November 8, 2000). (a)(3) Letter to Stockholders dated November 8, 2000.* (a)(4) Press Release, dated October 27, 2000.* (a)(5) Opinion of Goldman Sachs dated October 27, 2000.* (a)(6) Instructions for Participants in Harcourt's Dividend Reinvestment Plan.* (e)(1) Agreement and Plan of Merger dated as of October 27, 2000 among Parent, Purchaser and the Company (incorporated by reference to Exhibit (d)(1) to the Schedule TO of the Purchaser dated November 8, 2000). (e)(2) Confidentiality Agreement, dated June 28, 2000, between Reed Elsevier plc and the Company (incorporated by reference to Exhibit (d)(3) to the Schedule TO of the Purchaser filed on November 8, 2000). (e)(3) The Information Statement of the Company, dated November 8, 2000.* ___________________________ * Previously filed