-----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, AOuMvPsmUsUp67LlTyyflzOq+PXDBIZcH+IB7Uy0Fs+Obvt4IHSvCWHKCS+cFGed FVabjTo5upravic+1J/akQ== 0000950103-00-001322.txt : 20001207 0000950103-00-001322.hdr.sgml : 20001207 ACCESSION NUMBER: 0000950103-00-001322 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001206 GROUP MEMBERS: ELSEVIER NV GROUP MEMBERS: REED ELSEVIER HOLDINGS BV GROUP MEMBERS: REED ELSEVIER INC. GROUP MEMBERS: REED ELSEVIER OVERSEAS BV GROUP MEMBERS: REED ELSEVIER PLC GROUP MEMBERS: REED ELSEVIER U.S. HOLDINGS INC. GROUP MEMBERS: REED INTERNATIONAL P.L.C. GROUP MEMBERS: REH MERGERSUB INC SUBJECT COMPANY: 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: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-12340 FILM NUMBER: 783904 BUSINESS ADDRESS: STREET 1: 27 BOYLSTON ST BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02467 BUSINESS PHONE: 6172328200 MAIL ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02467 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REH MERGERSUB INC CENTRAL INDEX KEY: 0001126977 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 00000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O LEXIS DOCUMENT SERVICES INC STREET 2: 30 OLD RUDNICK LANE CITY: DOVER STATE: DE ZIP: 02140 BUSINESS PHONE: 000-000-0000 MAIL ADDRESS: STREET 1: C/O LEXIS DOCUMENT SERVICES INC STREET 2: 30 OLD RUDNICK LANE CITY: DOVER STATE: DE ZIP: 02140 SC TO-T/A 1 0001.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) HARCOURT GENERAL, INC. (Name of Subject Company) REH MERGERSUB INC. REED ELSEVIER INC. REED ELSEVIER U.S. HOLDINGS INC. REED ELSEVIER OVERSEAS BV REED ELSEVIER HOLDINGS BV REED ELSEVIER PLC REED INTERNATIONAL P.L.C. ELSEVIER NV (Offerors) COMMON STOCK, PAR VALUE $1.00 PER SHARE and SERIES A CUMULATIVE CONVERTIBLE STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) ----------------------- Common Stock (41163G101) Series A Cumulative Convertible Stock (41163G200) (Cusip Number of Class of Securities) Henry Z. Horbaczewski, Esq. Reed Elsevier Inc. 275 Washington Street Newton, MA 02458 Telephone: (617) 558-4227 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Joseph Rinaldi, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $4,400,646,387 $880,130 ================================================================================ * Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes (i) the purchase of 72,313,841 shares of common stock, par value $1.00 per share (the "Common Shares"), of Harcourt General, Inc. at a price per Common Share of $59.00 in cash and (ii) the purchase of 775,713 shares of series A cumulative convertible preferred stock, par value $1.00 per share (the "Preferred Shares") of the Company at a price of $77.29 per Preferred Share. This calculation also assumes payments to holders of options with an exercise price less than $59.00 in an amount per option equal to the difference between (a) $59.00 and (b) the applicable exercise price, based on 3,289,353 outstanding options with an average weighted exercise price of $36.45 per share. ** Calculated as 1/50 of 1% of the transaction value. Fee was paid on November 8, 2000. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable Filing Party: Not applicable Form or Registration No.: Not applicable Date Filed: Not applicable [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] ================================================================================ AMENDMENT NO. 2 TO SCHEDULE TO This Amendment No. 2 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 8, 2000, as amended by Amendment No. 1 filed on November 20, 2000 (as amended, the "Schedule TO") relating to an offer by REH Mergersub Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Reed Elsevier Inc., a Massachusetts corporation ("Reed Elsevier"), to purchase (i) all outstanding shares of common stock, par value $1.00 per share (the "Common Shares") of Harcourt General, Inc. a Delaware corporation (the "Company" or "Harcourt"), at $59.00 per Common Share, net to the seller in cash, and (ii) all of the outstanding shares of series A cumulative convertible stock, par value $1.00 per share (the "Preferred Shares") of the Company at a price of $77.29 per Preferred Share, net to the seller in cash, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal are attached as Exhibits (a)(l) and (a)(2), respectively, to Schedule TO. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference. Capitalized terms used and not defined herein shall have the meanings set forth in the Offer to Purchase. Offer to Purchase All references in the Offer to Purchase to "Thursday, December 7, 2000" are deleted and replaced with "Monday, January 8, 2001". Item 2. Subject Company Information. The second paragraph in the section of the Offer to Purchase entitled "The Offer - Certain Information Concerning the Company - Certain Projections" is amended by adding immediately after the last sentence of that paragraph the following: "Reed Elsevier and Purchaser acknowledge that the Private Securities Litigation Reform Act of 1995 does not apply to the information set forth in this Offer to Purchase, and any forward-looking statements made in connection with the Offer are not protected by the safe harbor created by that act." Item 4. Terms of the Transaction The first sentence of the first paragraph in the section of the Offer to Purchase entitled "Offer to Purchase - Conditions to the Offer" is amended to read in its entirety as follows: "Notwithstanding any other provision of the Offer, but subject to the terms and conditions of the Merger Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer, and may postpone the acceptance for payment or, subject to the restriction referred to above, payment for any Shares tendered pursuant to the Offer (whether or not any Shares have theretofore been purchased or paid for) and may terminate or amend the Offer in accordance with the Merger Agreement if, (i) at the expiration of the Offer as it may be extended pursuant to the provisions of the Merger Agreement, a number of Common Shares which, together with any Shares owned, directly or indirectly, by Reed Elsevier or Purchaser, or any subsidiary or controlled affiliate, represent, on the date of purchase, at least a majority in voting power of the Company's Common Stock (determined on a fully-diluted basis) shall not have been validly tendered and not properly withdrawn prior to the expiration of the Offer (the "Minimum Condition") or (ii) at any time on or after the date of the Merger Agreement and at or prior to the expiration of the Offer (or, in the case of paragraphs (a) and (f) below, at or prior to the acceptance for payment of Shares), any of the following conditions occurs or has occurred:" The first sentence of the final paragraph in the section of the Offer to Purchase entitled "Offer to Purchase - Conditions to the Offer" is amended to read in its entirety as follows: "The foregoing conditions are for the sole benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition or may be waived by Purchaser in whole or in part at any time and from time to time prior to the expiration of the Offer in its sole discretion (subject to the terms of the Merger Agreement and the Sale and Purchase Agreement)." Item 10. Source and Amount of Funds or Other Consideration The second paragraph in the section of the Offer to Purchase entitled "The Offer - Source and Amount of Funds" is amended by adding immediately after the last sentence of that paragraph the following: "The facilities consist of three facilities with the following terms: (i) a 364 day revolving loan facility (subject to a 12 month extension pursuant to a term-out option); (ii) a three year revolving loan facility and (iii) a 364 day multiple- draw term loan facility." The last paragraph in the section of the Offer to Purchase entitled "The Offer - Source and Amount of Funds" is amended to read in its entirety as follows: "On December 6, 2000 Reed International P.L.C. and Elsevier NV completed an offering of 113.70 million ordinary shares and 66.26 million ordinary shares respectively, generating combined net proceeds of approximately $1.9 billion. The combined net proceeds of these offerings will be used to reduce the facilities. In addition, the credit facilities are expected to be reduced by the $2.06 billion of gross proceeds, less applicable taxes, to be received from Thomson in connection with the Subsequent Transaction and by any of the $0.85 billion of Harcourt public long term debt retained at the Effective Time. It is also intended, subject to market conditions, that the facilities will be reduced through the issuance of term debt securities. In addition to the foregoing, Reed Elsevier currently expects to repay loans under the facilities from funds generated internally by Reed International and Elsevier and their subsidiaries and from other sources. No final decisions have been made concerning the method Reed Elsevier will employ to repay the loans. These decisions will be based on Reed Elsevier's review from time to time of the advisability of particular actions, as well as prevailing interest rates and financial and other economic conditions. Other than as set forth in this section, no alternative financing plan currently exists." Item 12. Exhibits Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following: (a)(8) Instructions for Participants in Harcourt's Dividend Reinvestment Plan (a)(9) Press Release of Reed Elsevier dated December 6, 2000. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 6, 2000 REH Mergersub Inc. By: /s/ Henry Z. Horbaczewski ---------------------------- Name: Henry Z. Horbaczewski Title: Vice President Reed Elsevier Inc. By: /s/ Henry Z. Horbaczewski ------------------------------ Name: Henry Z. Horbaczewski Title: Senior Vice President Reed Elsevier U.S. Holdings Inc. By: /s/ Henry Z. Horbaczewski ------------------------------ Name: Henry Z. Horbaczewski Title: Vice President Reed Elsevier Overseas BV By: /s/ Henry Z. Horbaczewski ------------------------------ Name: Henry Z. Horbaczewski Title: Attorney-in-Fact Reed Elsevier Holdings BV By: /s/ Henry Z. Horbaczewski ------------------------------ Name: Henry Z. Horbaczewski Title: Attorney-in-Fact Reed Elsevier plc By: /s/ Henry Z. Horbaczewski ------------------------------ Name: Henry Z. Horbaczewski Title: Attorney-in-Fact Reed International P.L.C. By: /s/ Henry Z. Horbaczewski ------------------------------ Name: Henry Z. Horbaczewski Title: Attorney-in-Fact Elsevier NV By: /s/ Henry Z. Horbaczewski ------------------------------ Name: Henry Z. Horbaczewski Title: Attorney-in-Fact EXHIBIT INDEX Exhibit No. - ----------- (a)(1) Offer to Purchase dated November 8, 2000.* (a)(2) Letter of Transmittal.* (a)(3) Notice of Guaranteed Delivery.* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement, dated November 8, 2000.* (a)(8) Instructions for Participants in Harcourt's Dividend Reinvestment Plan (a)(9) Press Release of Reed Elsevier dated December 6, 2000 (b)(1) Commitment Letter, dated November 7, 2000, among Reed International P.L.C., Elsevier NV, Reed Elsevier, Elsevier Finance S.A., Deutsche Bank AG London (as Lead Arranger), Morgan Stanley Dean Witter Bank Limited (as Lead Arranger), Deutsche Bank AG London (as Underwriter) and Morgan Stanley Senior Funding, Inc. (as Underwriter), and attached Term Sheet.* (d)(1) Agreement and Plan of Merger, dated as of October 27, 2000, among Harcourt, Reed Elsevier and Purchaser.* (d)(2) Stockholder Agreement, dated as of October 27, 2000, among Reed Elsevier, Purchaser and the stockholders named therein.* (d)(3) Confidentiality Agreement, dated as of June 28, 2000, between Harcourt and Reed Elsevier plc.* - ---------- * Previously filed. EX-99.A8 2 0002.txt Exhibit (a)(8) Tender Offer Instructions for Participants in Harcourt General, Inc.'s Dividend Reinvestment Plan As a participant in the Harcourt General, Inc. Dividend Reinvestment Plan (the "Plan"), we are requesting instructions from you with respect to the shares of Harcourt General Common Stock allocated to your Plan account maintained by Fleet National Bank's Boston Equiserve Division, Harcourt General's agent for the Plan. In order for you to tender the shares allocated to your Plan account, you must give your tender instructions to Citibank, N.A., which is acting as Depositary for the Offer to Purchase shares of Harcourt General Common Stock and Series A Cumulative Convertible Stock dated November 8, 2000 by REH Mergersub Inc. ("Purchaser"), a subsidiary of Reed Elsevier Inc. As described in Purchaser's Offer to Purchase previously sent to you, Harcourt General, Inc. (the "Company"), Purchaser and Reed Elsevier Inc. have entered into an Agreement and Plan of Merger dated October 27, 2000. Under the terms of this Agreement, Purchaser is offering to purchase for cash all outstanding shares of the Company's Common Stock at $59.00 per share and all of the outstanding shares of the Company's Series A Cumulative Convertible Stock at $77.29 per share. In order to tender the shares of the Company's Common Stock in your Dividend Reinvestment Plan account, please complete the enclosed Instruction Card and either mail it to Citibank in the return envelope provided, or fax the instructions to Citibank, N.A. at (212) 505-2248. If you are also the registered owner of any other shares of the Company's Common Stock or Series A Cumulative Convertible Stock, you should have received the Offer to Purchase and related documents in a separate mailing. All or a portion of these other shares may be tendered by completing and signing the Letter of Transmittal that was included in your package. The Company's Board of Directors has unanimously determined that the tender offer and the merger are fair to and in the best interests of the Company's stockholders and recommends that the Company's stockholders accept the offer and tender their shares. If you have any questions, or require additional assistance, please call MacKenzie Partners, Inc, the Information Agent for the Offer to Purchase, at (800) 322-2885. PLEASE NOTE: THE OFFER EXPIRES AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY JANUARY 8, 2001, UNLESS THE OFFER IS EXTENDED. INSTRUCTION CARD FOR HARCOURT GENERAL, INC. DIVIDEND REINVESTMENT PLAN To Citibank, N.A., as Depositary for the Offer to Purchase all outstanding shares of Harcourt General, Inc. Common Stock and Series A Cumulative Convertible Stock: I am a participant in the Harcourt General, Inc. Dividend Reinvestment Plan, and as such, I have received a copy of the November 8, 2000 Offer to Purchase for cash all outstanding shares of Common Stock and Series A Cumulative Convertible Stock of Harcourt General, Inc. at $59.00 per share for each share of Common Stock and $77.29 per share for each share of Series A Cumulative Convertible Stock by REH Mergersub Inc., a wholly owned subsidiary of Reed Elsevier Inc. I hereby direct you to instruct the Boston Equiserve Division of Fleet National Bank, the Company's Dividend Reinvestment agent, to tender all shares of Harcourt General, Inc. Common Stock held by said agent for my account on the date hereof and as may be allocated thereto from time to time pursuant to Harcourt General, Inc.'s Dividend Reinvestment Plan prior to the expiration of the above- referred Offer to Purchase. ----------------------------- (Signature of Participant) ----------------------------- (Signature of Participant) If shares are held in joint names, each co-owner must sign. ----------------------------- (Date) PLEASE COMPLETE THE SUBSTITUTE W-9 BELOW 2 - ---------------------------------------------------------------------------------------------------- PAYER'S NAME: REH Mergersub Inc. - ---------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN THE ________________________ Form W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number(s) DATING BELOW. OR Department of the Treasury Internal _______________________ Revenue Service Employer Identification Number(s) Payer's Request for Taxpayer Identification Number ("TIN") and Certifications ----------------------------------------------------------------------------- Part 2-- Certification--Under Penalties of Perjury, I Part 3-- certify that: Awaiting TIN [ ] (1) The number shown on the form is my correct taxpayer identification number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because: (a) -------------------- I am exempt from backup withholding, or (b) I have Part 4 -- not been notified by the Internal Revenue Service Exempt from backup ("IRS") that I am subject to backup withholding as a withholding [ ] result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. (3) Any other information provided on this form is true, correct and complete. ----------------------------------------------------------------------------- Certification Instructions -- You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). Name _____________________________________________________________ Address __________________________________________________________ (Include zip code) Signature _____________________________ Date _____________________ - ---------------------------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9 - ---------------------------------------------------------------------------------------------------- CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable cash payments made to me thereafter will be withheld until I provide a taxpayer identification number to the payer and that, if I do not provide my taxpayer identification number within sixty days, such retained amounts shall be remitted to the IRS as backup withholding. Signature _____________________________________________ Date _____________________________ - ---------------------------------------------------------------------------------------------------- 3
EX-99.A9 3 0003.txt Exhibit (a)(9) FOR IMMEDIATE RELEASE ISSUED ON BEHALF OF REED INTERNATIONAL PLC and ELSEVIER NV REED ELSEVIER INC EXTENDS HARCOURT TENDER OFFER NEW YORK (December 6, 2000) Reed Elsevier Inc. ("Reed Elsevier") today announced an extension of the expiration date of its tender offer for all outstanding shares of common stock, par value $1.00 per share and all outstanding shares of series A cumulative convertible stock, par value $1.00 per share of Harcourt General, Inc. (NYSE: H) from 12:00 midnight, New York City time on Thursday, December 7, 2000 until 12:00 midnight, New York City time on Monday, January 8, 2001. The offer is being extended to accommodate the regulatory review processes and the offer may be further extended in due course. The transaction is expected to be completed in the first quarter of 2001, subject to the regulatory review. Reed Elsevier has been advised by Citibank, N.A., the Depositary for the tender offer, that as of the close of business on December 5, 2000, approximately 5,605,602 shares of common stock of Harcourt General, Inc. and approximately 46,242 shares of series A cumulative convertible stock had been validly tendered and not withdrawn pursuant to the offer. For further information, please contact MacKenzie Partners, Inc., the Information Agent for the tender offer, at (800) 322-2885. -----END PRIVACY-ENHANCED MESSAGE-----