-----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, JvUPGfXxH9f4+rANf/ZYOpYWIlsW5BY6A6skS3ofk/gXEmwVORnnDvx4jbsnTtQm 8392JgHmmt3esE2qEovcfA== 0000950123-01-001643.txt : 20010224 0000950123-01-001643.hdr.sgml : 20010224 ACCESSION NUMBER: 0000950123-01-001643 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010222 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: 1551501 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 y45791sc14d9a.txt AMENDMENT NO. 8 TO SCHEDULE 14D-9 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2001 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- AMENDMENT NO. 8 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. 8 TO SCHEDULE 14D-9 This Amendment No. 8 to Schedule 14D-9 amends and supplements 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, Amendment No. 3 filed with the SEC on December 19, 2000, Amendment No. 4 filed with the SEC on December 19, 2000, Amendment No. 5 filed with the SEC on January 8, 2001 by the Company, Amendment No. 6 filed with the SEC on January 18, 2001 and Amendment No. 7 filed with the SEC on February 5, 2001 (as amended, the "Schedule 14D-9") 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 February 21, 2001, the United Kingdom Minister for Competition and Consumer Affairs (the "Minister"), referred the Offer and the Merger to the UK Competition Commission (the "UK Commission") for further investigation. The Minister stated that his concerns relate to the market power which the merged company would have in the market for scientific, technical and medical journals, and which could have an adverse effect on competition in that market. The Minister's office announced the decision to make a reference does not in any way prejudge the question of whether or not the proposed transaction would be against the public interest. The UK Commission is expected to render its report to the Minister no later than May 28, 2001, after which the minister will make his determination. Accordingly, the Offer and the Merger are no longer expected to close in the first quarter of 2001." ITEM 9 EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following: (a)(8) Press Release of Reed Elsevier dated February 21, 2001 (incorporated by reference to Exhibit (a)(12) of Amendment No. 8 to the Schedule TO of the Purchaser filed on February 21, 2001). 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. Dated: February 21, 2001 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 January 8, 2001 (incorporated by reference to Exhibit (a)(10) of Amendment No. 5 to the Schedule TO of the Purchaser filed on January 8, 2001). (a)(8) Press Release of Reed Elsevier dated February 21, 2001 (incorporated by reference to Exhibit (a)(12) of Amendment No. 8 to the Schedule TO of the Purchaser filed on February 21, 2001). (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, 2001). (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.*
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