-----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, WgDKGraHkUFbrW1PPDiOAYWa6QhShTpl4NloaJefep1zq4zWaj2sRKCLPNcZUmay 2gol0fu9zC9yfhXLpPOJYQ== 0000950123-00-011250.txt : 20001207 0000950123-00-011250.hdr.sgml : 20001207 ACCESSION NUMBER: 0000950123-00-011250 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001206 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-12340 FILM NUMBER: 783937 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: 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 14D9/A 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 SC 14D9/A 1 y43206a2sc14d9a.txt AMENDMENT NO. 2 ON SCHEDULE 14D-9 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ AMENDMENT NO. 2 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 AMENDMENT NO. 2 TO SCHEDULE 14D-9 This Amendment No. 2 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") and Amendment No. 1 filed with the SEC on November 20, 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 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS The first sentence of the first paragraph in the section of the Schedule 14D-9 entitled "Merger Agreement -- 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 Schedule 14D-9 entitled "Merger Agreement -- 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 9. EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following: (a)(6) Instructions for Participants in Harcourt's Dividend Reinvestment Plan. 3 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 4 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. (a)(7) Press Release of Reed Elsevier, dated December 6, 2000 (incorporated by reference to Exhibit (a)(9)and the Schedule TO/A of the Purchaser filed on December 6, 2000). (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 EX-99.A.6 2 y43206a2ex99-a_6.txt INSTRUCTIONS FOR PARTICIPANTS IN PLAN 1 EXHIBIT (a)(6) 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. 2 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-referenced Offer to Purchase. -------------------------------------- (SIGNATURE OF PARTICIPANT) -------------------------------------- (SIGNATURE OF PARTICIPANT) If shares are held in joint names, each co-owner must sign. -------------------------------------- (DATE) 3 PLEASE COMPLETE THE SUBSTITUTE W-9 BELOW - ---------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: REH MERGERSUB INC. - ---------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR ------------------------------- FORM W-9 TIN IN THE BOX AT RIGHT AND Social Security Numbers CERTIFY BY SIGNING AND DATING DEPARTMENT OF THE TREASURY BELOW. OR INTERNAL REVENUE SERVICE ------------------------------- Employer Identification Number(s) PAYER'S REQUEST FOR -------------------------------------------------------------------------------------------- TAXPAYER IDENTIFICATION PART 2 -- Certification -- Under Penalties of Perjury, PART 3 -- NUMBER ("TIN") I certify that: Awaiting TIN [ ] AND CERTIFICATIONS (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: PART 4 -- (a) I am exempt from backup withholding, or (b) I Exempt from backup withholding [ ] have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a 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 ------------------------------------------------ -------------- -----END PRIVACY-ENHANCED MESSAGE-----