-----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, TuoEvmJ0C+1TOM0xEX4H2Wpp+p73jPugNcqTqS2DcSCcEaBK/3I0uNoMBicAV9YT RfFgxe/ojf5/LV3B8MQ5zw== 0000950123-99-009079.txt : 19991018 0000950123-99-009079.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950123-99-009079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990929 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991004 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-04925 FILM NUMBER: 99722685 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 8-K 1 HARCOURT GENERAL, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 1999 HARCOURT GENERAL, INC. ---------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-4925 04-1619609 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 27 Boylston Street, Chestnut Hill, Massachusetts 02467 - ------------------------------------------------------------------------------- (Address of Principal Executives Offices) (Zip Code) (617) 232-8200 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On September 29, 1999, Harcourt General, Inc. issued a press release regarding the receipt of a favorable ruling from the Internal Revenue Service stating that the planned distribution of shares it holds in The Neiman Marcus Group, Inc. could be completed on a tax-free basis. On October 1, 1999, Harcourt General, Inc. issued a press release regarding the declaration of a dividend to its common stockholders of such shares. Copies of these press releases are filed herein as Exhibit 99.1 and 99.2, respectively. Such documents are incorporated by reference into this Item 5 and the foregoing descriptions are qualified in their entirety by reference to such Exhibits. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Description 99.1 Press Release, dated September 29, 1999, regarding the receipt of the ruling from the Internal Revenue Service. 99.2 Press Release, dated October 1, 1999, regarding the declaration of a dividend to the common stockholders of Harcourt General, Inc. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HARCOURT GENERAL, INC. Dated: October 4, 1999 By: /s/ Eric P. Geller ------------------------------------- Eric P. Geller Senior Vice President, General Counsel and Secretary 4 EXHIBIT INDEX
Exhibit Description - ------- ----------- 99.1 Press Release, dated September 29, 1999, regarding the receipt of the ruling from the Internal Revenue Service. 99.2 Press Release, dated October 1, 1999, regarding the declaration of a dividend to the common stockholders of Harcourt General, Inc.
EX-99.1 2 PRESS RELEASE DATED 9/29/1999 1 EXHIBIT 99.1 Peter Farwell Vice President Corporate Relations (617) 232-8200 FOR IMMEDIATE RELEASE HARCOURT GENERAL RECEIVES FAVORABLE IRS RULING CHESTNUT HILL, Mass., September 29, 1999--Harcourt General, Inc. (NYSE:H) announced today that it has received a favorable ruling from the Internal Revenue Service stating that the planned distribution of shares it holds in The Neiman Marcus Group (NYSE:NMG) could be completed on a tax-free basis. Shareholders of both companies approved plans related to the spin-off at special shareholder meetings on September 15, 1999. Harcourt General said that its board of directors would act within the next few days to establish a record date and distribution date for the spin-off. Under the previously announced plan, Harcourt General will distribute to its shareholders approximately 21.4 million of the 26.4 million NMG shares that it owns, retaining an interest of approximately 10 percent. Harcourt General shareholders will receive approximately three-tenths of a share of NMG for each share of Harcourt General they hold. The shares distributed will be newly authorized Class B NMG shares entitled to elect 82 percent of the NMG board of directors. Approximately five million NMG shares which Harcourt General will continue to hold, and the current publicly held NMG shares, will be redesignated as Class A shares entitled to elect the remainder of the NMG board of directors. The Class A and Class B shares will be identical in all other respects. Harcourt General, Inc., a leading global multiple-media publisher, provides educational, training and assessment products and services to classroom, corporate, professional and consumer markets. The Neiman Marcus Group includes Neiman Marcus Stores, NM Direct and Bergdorf Goodman. ### EX-99.2 3 PRESS RELEASE DATED 10/1/1999 1 EXHIBIT 99.2 Peter Farwell Vice President Corporate Relations (617) 232-8200 FOR IMMEDIATE RELEASE HARCOURT GENERAL ANNOUNCES RECORD DATE FOR SPIN OFF OF SHARES IN THE NEIMAN MARCUS GROUP, RAISES CASH DIVIDEND CHESTNUT HILL, Mass., October 1, 1999 -- Harcourt General, Inc. (NYSE:H) announced today that its Board of Directors has established a record date of October 12, 1999, for the distribution of most of the shares it owns in The Neiman Marcus Group, Inc. (NYSE:NMG) to Harcourt General shareholders. The distribution date will be October 22, 1999. Under terms of the previously announced plan, Harcourt General will distribute tax free to its shareholders approximately 21.4 million of the 26.4 million NMG shares that it owns, retaining an interest of approximately 10 percent. Harcourt General shareholders will receive approximately three-tenths of a share of NMG for each share of Harcourt General that they hold. The shares being distributed will be newly authorized Class B NMG shares having the right to elect 82 percent of the NMG board of directors. The five million NMG shares which Harcourt General will continue to hold, and the current publicly held NMG shares, will be redesignated as Class A shares having the right to elect the remainder of the NMG board of directors. The Class A and Class B shares will be identical in all other aspects. Harcourt General also announced that the directors voted to increase the quarterly cash dividend on the common stock from 20 cents per share to 21 cents per share, an increase of five percent. Accordingly, the quarterly cash dividend on the Company's Series A Stock will increase from 22.75 cents per share to 24.6 cents per share, and the quarterly cash dividends on the Company's Class B Stock will increase from 18 cents per share to 18.9 cents per share. These cash dividends will be payable November 1, 1999, to shareholders of record October 12, 1999. Richard A. Smith, chairman and chief executive officer of Harcourt General, said, "We are pleased to be finalizing the spin-off of the NMG shares to our shareholders. The transaction will leave Harcourt General as a company focused on exciting opportunities in educational publishing and services. We are also pleased to continue our tradition of steady increases in our cash dividends to our shareholders. This will be the 31st consecutive year that the Company has increased its cash dividend." Harcourt General, a leading global multiple-media publisher, provides educational, training and assessment products and services to classroom, corporate, professional and consumer markets. ###
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