-----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, VWcAZDsx24RCiuIk67aGiueW54BJ854W2BkynWsuTnbjwq45xFgwkdKEuTFD74kD ANk9BpIp82RWBrKtK0thtQ== 0000950103-01-000099.txt : 20010208 0000950103-01-000099.hdr.sgml : 20010208 ACCESSION NUMBER: 0000950103-01-000099 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010207 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: 1526961 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. 7) 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. 7 TO SCHEDULE TO This Amendment No. 7 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, Amendment No. 2 filed on December 6, 2000, Amendment No. 3 filed on December 18, 2000, Amendment No. 4 filed on December 21, 2000, Amendment No. 5 filed on January 8, 2001 and Amendment No. 6 filed on January 18, 2001 (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, February 8, 2001" are deleted and replaced with "Wednesday, February 28, 2001". Item 11. Additional Information Item 11 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding thereto the following: "The Antitrust Division has entered into parallel letter agreements with each of Reed Elsevier and Thomson which set forth frameworks by which the Antitrust Division and each of Reed Elsevier and Thomson will attempt to expedite the Antitrust Division's continuing review of the purchase of Shares pursuant to the Offer and the Subsequent Transaction, as the case may be. The Antitrust Division has stated in these letters that it will work with the parties in good faith to expedite this review with the goal of reaching settlements that would allow the proposed transactions to close before March 31, 2001. The letter agreements provide that in the event that the Antitrust Division is unable to reach a resolution of the issues with Reed Elsevier and Thomson, respectively, by the expiration of the second waiting period for the Subsequent Transaction, then Reed Elsevier will not consummate the purchase of the Shares pursuant to the Offer and Reed Elsevier and Thomson will not close the Subsequent Transaction until 10 days following written notice to the Antitrust Division and such notice shall not be provided to the Antitrust Division prior to March 10, 2001. Notwithstanding the foregoing, if the Antitrust Division terminates its investigation into the purchase of the Shares pursuant to the Offer and the Subsequent Transaction prior to March 20, 2001, the parties will then be permitted to consummate the proposed transactions immediately thereafter." Item 12. Exhibits Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following: (a)(11) Press Release of Reed Elsevier dated February 7, 2001. 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: February 7, 2001 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.* (a)(10) Press Release of Reed Elsevier dated January 8, 2001.* (a)(11) Press Release of Reed Elsevier dated February 7, 2001. (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.* (b)(2) Credit Agreement, dated as of December 13, 2000, between Reed Elsevier, and Elsevier Finance SA (as Original Borrowers), Reed Elsevier (UK) Limited (as Borrowers' Agent), Reed International P.L.C. and Elsevier NV (as Original Guarantors), Deutsche Bank AG London and Morgan Stanley Dean Witter Bank Limited (as Joint Lead Arrangers, Joint Book Runners and Documentation Agents), Deutsche Bank AG London (as Facility Agent and Euro Swingline Agent) and Deutsche Bank AG, New York branch (as Dollar Swingline Agent).* (b)(3) Letter of cancellation relating to the Credit Agreement, dated December 13, 2000.* (b)(4) Letter of amendment relating to the Credit Agreement, dated December 20, 2000.* (b)(5) Transfer certificate, dated December 20, 2000.* (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.(A)(11) 2 0002.txt Exhibit (a)(11) FOR IMMEDIATE RELEASE ISSUED ON BEHALF OF REED INTERNATIONAL PLC and ELSEVIER NV REED ELSEVIER INC EXTENDS HARCOURT TENDER OFFER NEW YORK (February 7, 2001) 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, February 8, 2001 until 12:00 midnight, New York City time on Wednesday, February 28, 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 February 6, 2001, approximately 24,549,715 shares of common stock of Harcourt General, Inc. and approximately 524,815 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-----