-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hVXdmN7oVmFh84OkeJSum2DygquFvV3e/7Z6WiQMfX3vFBh6By7DVFxrvZq0prZ/ gDzUk6L62GtyVOdE87qmBw== 0000950123-95-001009.txt : 19950415 0000950123-95-001009.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950123-95-001009 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950413 SROS: NYSE 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 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12340 FILM NUMBER: 95528591 BUSINESS ADDRESS: STREET 1: 27 BOYLSTON ST / BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 BUSINESS PHONE: 6172328200 MAIL ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 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 13E4/A BUSINESS ADDRESS: STREET 1: 27 BOYLSTON ST / BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 BUSINESS PHONE: 6172328200 MAIL ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: BOX 1000 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 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 13E4/A 1 FINAL AMENDMENT TO SCHEDULE 13E4 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4/A FINAL AMENDMENT ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) HARCOURT GENERAL, INC. (Name Of Issuer and Person Filing Statement) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title Of Class of Securities) 41163G101 (CUSIP Number Of Class Of Securities) ERIC P. GELLER, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY HARCOURT GENERAL, INC. 27 BOYLSTON STREET CHESTNUT HILL, MASSACHUSETTS 02167 (617) 232-8200 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications On Behalf Of The Person Filing Statement) ------------------------ COPIES TO: Robert L. Friedman, Esq. John G. Finley, Esq. SIMPSON THACHER & BARTLETT 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 ------------------------ MARCH 15, 1995 (Date Tender Offer First Published, Sent Or Given To Security Holders) ------------------------ CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Transaction Valuation....................................................... $207,500,000* Amount of Filing Fee........................................................ $ 41,500
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * Based upon purchase of 5,000,000 shares at $41.50 per share. /X/ 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: $41,500 Filing Party: HARCOURT GENERAL, INC. Form Or Registration No.: SCHEDULE 13E-4 Date Filed: MARCH 15, 1995
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Final Amendment amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 originally filed on March 15, 1995 (the "Statement") relating to the tender offer by Harcourt General, Inc., a Delaware corporation (the "Company"), to purchase up to 5,000,000 shares of its Common Stock, par value $1.00 per share (the "Shares" or the "Common Stock"), at a price, net to the seller in cash, not greater than $41.50 nor less than $36.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 15, 1995 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"), copies of which were previously filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 13E-4. Capitalized terms not defined herein have the respective meanings ascribed to such terms in the Offer to Purchase and the Statement. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. See response to Item 8 below. Of the Shares properly tendered and not withdrawn, 500,000 Shares were tendered at or below the purchase price by Jeffrey R. Lurie, a member of the Smith Family Group. All such Shares tendered by Mr. Lurie at or below the purchase price were purchased at the purchase price of $40.50 per Share. ITEM 8. ADDITIONAL INFORMATION. The response to Item 8(e) is hereby supplemented and amended as follows: On April 12, 1995, the Company issued a press release announcing that the Offer expired on April 11, 1995 and that, based on a preliminary count, the Company intends to purchase pursuant to the Offer 5,413,314.591 Shares at a price of $40.50 per share, which constitutes all Shares tendered at or below the purchase price of $40.50 per share. Accordingly, there will be no proration. The press release is attached hereto as Exhibit (h) and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (h) Press release dated April 12, 1995. 3 SIGNATURES After due 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. HARCOURT GENERAL, INC. By: /s/ ERIC P. GELLER, ESQ. ------------------------------------ Eric P. Geller, Esq. Senior Vice President, General Counsel and Secretary Dated: April 13, 1995 4 EXHIBIT INDEX ------------- (h) Press release dated April 12, 1995. EX-99.H 2 PRESS RELEASE DATED APRIL 12, 1995 1 [HARCOURT GENERAL LETTERHEAD] Contact: Joanne W. Parker News Release Director Corporate Relations (617) 232-8200 FOR IMMEDIATE RELEASE HARCOURT GENERAL ANNOUNCES PRELIMINARY RESULTS OF "DUTCH AUCTION" SELF-TENDER OFFER CHESTNUT HILL, MA, April 12, 1995 -- Harcourt General, Inc. (NYSE:H) today announced that a preliminary count by The First National Bank of Boston, the Depositary for the Company's "Dutch Auction" self-tender offer, indicates that, subject to final verification, 5,413,314.591 Common shares have been accepted for purchase at a price of $40.50 per share. Those shares include 852,677 shares tendered pursuant to guaranteed delivery. The Company has accepted for purchase all shares tendered at or below the purchase price of $40.50 per share; accordingly, there will be no proration. The self-tender offer commenced on March 15, 1995 and expired at midnight on April 11, 1995. Under the terms of the offer, Harcourt General had offered to purchase 5,000,000 shares of its Common Stock at prices specified by shareholders ranging from $36 to $41.50 per share. The Company is excercising its right to increase the number of shares to be purchased as provided for under the terms of the offer. Prior to the tender offer, Harcourt General had 56,634,663 Common shares outstanding and a total of 79,515,219 Common shares outstanding assuming conversion of the Company's Class B and Series A Cumulative Convertible shares. Following the purchase of shares tendered in the "Dutch Auction", Harcourt General will have approximately 51,748,997 Common shares outstanding and a total of approximately 74,101,878 Common shares outstanding assuming conversion of the Class B and Series A stock. - more - 2 Dutch Auction Results April 12, 1995 Page 2 Payment for shares tendered and accepted will be made promptly, subject to proper delivery of shares in accordance with the terms of the offer. The Company indicated that it would use cash on hand to purchase the shares. Salomon Brothers Inc acted as the Dealer Manager for the tender offer. Harcourt General, Inc. is a growth-oriented operating company with core businesses in publishing and specialty retailing. The Company also provides professional outplacement services to clients worldwide. # # # -----END PRIVACY-ENHANCED MESSAGE-----