-----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, BzIyw4TL6CRsRVs99tOodBto/LhbTIquge+y7wodQq1CgQ6iU2g5vNTDDDxTyl9s ocQeUKVregnoPpKXLJ3Y7w== 0000950123-01-503906.txt : 20010628 0000950123-01-503906.hdr.sgml : 20010628 ACCESSION NUMBER: 0000950123-01-503906 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010627 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: 1669168 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 y50934sc14d9a.txt AMENDMENT #15 TO SCHEDULE 14D-9 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2001 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- AMENDMENT NO. 15 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. 15 TO SCHEDULE 14D-9 This Amendment No. 15 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, Amendment No. 2 filed with the SEC on December 6, 2000, 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, Amendment No. 6 filed with the SEC on January 18, 2001, Amendment No. 7 filed with the SEC on February 5, 2001, Amendment No. 8 filed with the SEC on February 22, 2001, Amendment No. 9 filed with the SEC on February 28, 2001, Amendment No. 10 filed with the SEC on April 2, 2001, Amendment No. 11 filed with the SEC on May 4, 2001, Amendment No. 12 filed with the SEC on May 7, 2001, Amendment No. 13 filed with the SEC on June 1, 2001 and Amendment No 14 filed with the SEC on June 18, 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 of the Company (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 of the Company (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 9. EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following: (a)(15) Press Release of Reed Elsevier dated June 27, 2001 (incorporated by reference to Exhibit (a)(19) of Amendment No. 15 to the Schedule TO of the Purchaser filed on June 27, 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: June 27, 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). (a)(9) Press Release of Reed Elsevier dated February 28, 2001 (incorporated by reference to Exhibit (a)(13) of Amendment No. 9 to the Schedule TO of the Purchaser filed on February 28, 2001). (a)(10) Press Release of Reed Elsevier dated April 2, 2001 (incorporated by reference to Exhibit (a)(14) of Amendment No. 10 to the Schedule TO of the Purchaser filed on April 2, 2001). (a)(11) Press Release of Reed Elsevier dated May 4, 2001 (incorporated by reference to Exhibit (a)(15) of Amendment No. 11 to the Schedule TO of the Purchaser filed on May 4, 2001). (a)(12) Press Release of Reed Elsevier dated May 7, 2001 (incorporated by reference to Exhibit (a)(16) of Amendment No. 12 to the Schedule TO of the Purchaser filed on May 7, 2001). (a)(13) Press Release of Reed Elsevier dated June 1, 2001 (incorporated by reference to Exhibit (a)(17) of Amendment No. 13 to the Schedule TO of the Purchaser filed on June 1, 2001). 5 (a)(14) Press Release of Reed Elsevier dated June 18, 2001 (incorporated by reference to Exhibit (a)(18) of Amendment No. 14 to the Schedule TO of the Purchaser filed on June 18, 2001). (a)(15) Press Release of Reed Elsevier dated June 27, 2001 (incorporated by reference to Exhibit (a)(19) of Amendment No. 15 to the Schedule TO of the Purchaser filed on June 27, 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, 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 -----END PRIVACY-ENHANCED MESSAGE-----