SC TO-T/A

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. 13)

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.
o	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

o	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.
o	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	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.     o

AMENDMENT NO. 13 TO SCHEDULE TO

           This Amendment No. 13 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, Amendment No. 6 filed on January 18, 2001, Amendment No. 7 filed on February 7, 2001, Amendment No. 8 filed on February 21, 2001, Amendment No. 9 filed on February 28, 2001, Amendment No. 10 filed on April 2, 2001, Amendment No. 11 filed on May 4, 2001 and Amendment No.12 filed on May 7, 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 "Monday, June 4, 2001" are deleted and replaced with "Monday, June 18, 2001".

Item 1. Summary Term Sheet

           The section of the Offer to Purchase entitled "Summary Term Sheet — Until what time can I withdraw previously tendered shares?" is amended to read in its entirety as follows:

           "You can withdraw shares at any time until the offer has expired. You may not, however, withdraw shares tendered during a subsequent offering period, if one is included. See "The Offer — Withdrawal Rights" and "The Offer — Terms of the Offer; Expiration Date."

Item 4. Terms of the Transaction

           The section of the Offer to Purchase entitled "The Offer — Terms of the Offer; Expiration Date" is amended by adding to the end of the first paragraph of that section the following phrase:

          "(other than any extension with respect to any Subsequent Offering Period, described below)."

          The section of the Offer to Purchase entitled "The Offer — Terms of the Offer; Expiration Date" is amended by adding immediately after the fourth paragraph of that section the following paragraphs:

          "After the expiration of the Offer, if all of the conditions to the Offer have been satisfied or waived, but not 100% of the Shares have been tendered, Purchaser may, in accordance with Rule 14d-11 under the Exchange Act, and subject to the conditions set forth in Rule 14d-11, include a subsequent offering period (a "Subsequent Offering Period"). A Subsequent Offering Period is an additional period of time from three business days to 20 business days in length, beginning after the Purchaser purchases Shares tendered in the Offer, during which stockholders may tender, but not withdraw, their Shares and receive the same price paid in the Offer. In addition, Purchaser may extend any initial Subsequent Offering Period by any period or periods, provided that the aggregate of the Subsequent Offering Period (including extensions thereof) is no more than 20 business days.

          No withdrawal rights apply to Shares tendered in a Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. During a Subsequent Offering Period, the Purchaser will promptly purchase and pay for all Shares tendered at the same price paid in the Offer.

          Purchaser has not at this time made a decision to include or not to include a Subsequent Offering Period. Purchaser may make such decision in its sole discretion, and there is no assurance that Purchaser will or will not include such a Subsequent Offering Period. If Purchaser decides to provide for a Subsequent Offering Period it will make a public announcement thereof. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date."

          The first sentence of the fifth paragraph in the section of the Offer to Purchase entitled "The Offer — Terms of the Offer; Expiration Date" is amended by adding the following clause immediately after the word "amendment":

          "of the Offer or announcement of or extension of any Subsequent Offering Period"

          The sixth paragraph in the section of the Offer to Purchase entitled "The Offer — Terms of the Offer; Expiration Date" is amended by adding the following sentence to the end of that paragraph:

          "Notwithstanding the foregoing, if Purchaser provides for a Subsequent Offering Period it will immediately accept and promptly pay for all Shares as they are tendered during the Subsequent Offering Period."

          The section of the Offer to Purchase entitled "The Offer—Withdrawal Rights" is amended by adding the following paragraph at its end:

          "If Purchaser includes a Subsequent Offering Period (as described in more detail in "The Offer—Terms of the Offer; Expiration Date") following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period or to Shares previously tendered in the Offer and accepted for payment."

Item 12.    Exhibits            Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following:
(a)(17)	Press Release of Reed Elsevier dated June 1, 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: June 1, 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.*
(a)(12)	Press Release of Reed Elsevier dated February 21, 2001.*
(a)(13)	Press Release of Reed Elsevier dated February 28, 2001.*
(a)(14)	Press Release of Reed Elsevier dated April 2, 2001.*
(a)(15)	Press Release of Reed Elsevier dated May 4, 2001.*
(a)(16)	Press Release of Reed Elsevier dated May 7, 2001.*
(a)(17)	Press Release of Reed Elsevier dated June 1, 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.17

Exhibit (a)(17)

ISSUED ON BEHALF OF REED INTERNATIONAL PLC and ELSEVIER NV

REED ELSEVIER INC EXTENDS HARCOURT TENDER OFFER

NEW YORK (June 1, 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) ("Harcourt") from 12:00 midnight, New York City time on Monday, June 4, 2001 until 12:00 midnight, New York City time on Monday, June 18, 2001.

The offer is being extended to accommodate the continuing regulatory review process. Reed Elsevier may further extend the offer in due course.

Reed Elsevier has been advised by Citibank, N.A., the Depositary for the tender offer, that as of the close of business on May 31, 2001, approximately 24,175,531 shares of common stock and approximately 536,350 shares of series A cumulative convertible stock of Harcourt had been validly tendered and not withdrawn pursuant to the offer.

The offer will expire at 12:00 midnight, New York City time on June 18, 2001, unless the offer is extended.

Reed Elsevier also announced that it has reserved the right to determine whether or not to provide Harcourt shareholders a further opportunity to tender their shares after the expiration of the offer and after shares tendered prior to the expiration date are purchased by Reed Elsevier. If Reed Elsevier elects to implement such a subsequent offering period, shareholders who fail to tender prior to the expiration date will have a further opportunity (for a period of from three to twenty business days in length, to be determined by Reed Elsevier), beginning after expiration of the offer, in which to tender, but not withdraw, their shares and receive the same price paid in the offer. The implementation of any subsequent offering period will neither delay nor extend the expiration date of the offer nor delay or otherwise affect the timing of the purchase of and payment for shares tendered prior to the expiration date pursuant to the offer. There can be no assurance that Reed Elsevier will decide to implement a subsequent offering period. If Reed Elsevier decides to implement a subsequent offering period it will make a public announcement no later than 9:00 a.m., New York City time, on the next business day after the expiration date.

For further information, please contact MacKenzie Partners, Inc., the Information Agent for the tender offer, at (800) 322-2885. -----END PRIVACY-ENHANCED MESSAGE-----