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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO-T/A
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
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Houghton Mifflin Company
(Name of Subject Company (Issuer))
Soraya Merger Inc.
Vivendi Universal
(Names of Filing Persons (Offerors))
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Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
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44156010
(Cusip Number of Class of Securities)
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George E. Bushnell, III, Esq.
c/o Vivendi Universal Holding I Corp.
800 Third Avenue, Seventh Floor
New York, New York 10022
Telephone: (212) 572-7855
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
Copies to:
Faiza J. Saeed, Esq.
Cravath Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475
Telephone: (212) 474-1000
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CALCULATION OF FILING FEE:
Transaction Valuation* Amount of Filing Fee**
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$1,839,966,000.00 $367,994
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*For purposes of calculating the filing fee only. This calculation assumes the
purchase of 30,666,100 shares of common stock of Houghton Mifflin Company
subject to outstanding options to purchase shares of common stock of Houghton
Mifflin Company from Houghton Mifflin
Company at the tender offer price of $60.00 per share of common
stock.
**The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
[X] Check the 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:...............$367,994 Filing Party:..Vivendi Universal
Form or Registration No.:..SC TO-T (005-08062) Date Filed:.........June 8, 2001
[ ] Check the box if the filing relates to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
[X] third-party tender offer
subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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2
This Amendment No. 2 amends the Tender Offer Statement on Schedule
TO initially filed on June 8, 2001, by Vivendi Universal, a societe anonyme
organized under the laws of France ("Parent"), and Soraya Merger Inc., a
Massachusetts corporation and a wholly owned subsidiary of Parent (the
"Purchaser"), relating to the third-party tender offer by Purchaser to
purchase all the outstanding shares of Common Stock, par value $1.00 per
share, including the rights to purchase the Series A Junior Participating
Preferred Stock issued pursuant to the Rights Agreement, as amended, dated as
of July 30, 1997 by and between the Company (as defined below) and BankBoston,
N.A., as Rights Agent (together, the "Shares"), of Houghton Mifflin Company, a
Massachusetts corporation (the "Company"), at a purchase price of $60.00 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 June 8,
2001 and in the related Letter of Transmittal, copies of which were filed with
the Schedule TO filed on June 8, 2001 as Exhibits (a)(1)(A) and (a)(1)(C),
respectively. This Amendment No. 2 is being filed on behalf of Parent and the
Purchaser.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the following:
On June 29, 2001, Parent issued a press release announcing that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
relating to the proposed acquisition of Houghton Mifflin expired on June 27,
2001, clearing the way for Parent's tender offer to proceed. A copy of the
press release is attached hereto as Exhibit (a)(1)(K) and is incorporated
herein by reference.
ITEM 12. EXHIBITS.
*(a)(1)(A) Offer to Purchase dated June 8, 2001.
*(a)(1)(B) Recommendation Statement on Schedule 14D-9 of the Company dated
June 8, 2001.
*(a)(1)(C) Letter of Transmittal.
*(a)(1)(D) Notice of Guaranteed Delivery.
*(a)(1)(E) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(F) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
*(a)(1)(H) Joint Press Release issued by Parent and the Company on June 1,
2001.
*(a)(1)(I) Summary Advertisement published June 8, 2001.
*(a)(1)(J) Letter to Stockholders of the Company from the Chairman of the
Board and Chief Executive Officer of the Company dated June 8,
2001.
(a)(1)(K) Press Release issued by Parent on June 29, 2001.
(b) Not applicable.
*(d)(1) Agreement and Plan of Merger dated as of June 1, 2001, among
Parent, the Purchaser and the Company.
*(d)(2) Confidentiality Agreement dated January 17, 2001 between Parent,
the Company and Havas.
(g) Not applicable.
(h) Not applicable.
* Previously filed.
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.
SORAYA MERGER INC.
By: /s/ Debra Ford
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Name: Debra Ford
Title: President, Treasurer and Clerk
VIVENDI UNIVERSAL
By: /s/ George E. Bushnell, III
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Name: George E. Bushnell, III
Title: Vice President
Dated: June 29, 2001
4
Index to Exhibits
*(a)(1)(A) Offer to Purchase dated June 8, 2001.
*(a)(1)(B) Recommendation Statement on Schedule 14D-9 of the Company dated
June 8, 2001.
*(a)(1)(C) Letter of Transmittal.
*(a)(1)(D) Notice of Guaranteed Delivery.
*(a)(1)(E) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(F) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
*(a)(1)(H) Joint Press Release issued by Parent and the Company on June 1,
2001.
*(a)(1)(I) Summary Advertisement published June 8, 2001.
*(a)(1)(J) Letter to Stockholders of the Company from the Chairman of the
Board and Chief Executive Officer of the Company dated June 8,
2001.
(a)(1)(K) Press Release issued by Parent on June 29, 2001.
(b) Not applicable.
*(d)(1) Agreement and Plan of Merger dated as of June 1, 2001, among
Parent, the Purchaser and the Company.
*(d)(2) Confidentiality Agreement dated January 17, 2001 between Parent,
the Company and Havas.
(g) Not applicable.
(h) Not applicable.
* Previously filed.
Exhibit (a)(1)(K)
[Vivendi Universal logo]
VIVENDI UNIVERSAL CONFIRMS
THAT HART-SCOTT-RODINO WAITING PERIOD EXPIRES
IN HOUGHTON MIFFLIN PROPOSED ACQUISITION
PARIS AND NEW YORK, JUNE 29, 2001 - Vivendi Universal (Paris Bourse: EXFP;
NYSE: V) confirmed today that waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 relating to the proposed acquisition of
Houghton Mifflin (NYSE: HTN) expired on June 27, 2001, clearing the way for
Vivendi Universal's tender offer to proceed. The waiting period expired
without request for additional information from U.S. antitrust authorities -
the Department of Justice/Federal Trade Commission.
Assuming that at least two-thirds of the Houghton Mifflin shares have been
tendered by July 6, 2001, and the other conditions to the tender offer have
been satisfied, it is expected that Vivendi Universal would close successfully
the tender offer on that date and achieve the scheduled closing date for the
acquisition of Houghton Mifflin.
Important Disclaimer
This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Hougthton Mifflin. Vivendi Universal has filed a
Tender Offer statement that contains important information that should be read
carefully before any decision is made with respect to the offer.
The Tender Offer Statement (including an offer to purchase, a related letter
of transmittal and other offer documents) is available at no charge at the
SEC's website at www.sec.gov. Investors and security holders are urged to read
those documents at the Commission's web site at www.sec.gov. Those documents
may also be obtained free of charge from Vivendi Universal.
CONTACTS:
PARIS
Antoine Lefort
011-33-1-71-71-1180
NEW YORK
Anita Larsen
212-572-1118
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