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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. 3)
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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:
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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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This Amendment No. 3 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. 3 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 July 5, 2001, Parent published an advertisement, including cartoon
drawings of Curious George, related to Parent's pending acquisition of the
Company. This advertisement may also be published on future dates prior to the
expiration of the tender offer. A copy of the text of the advertisement is
attached hereto as Exhibit (a)(1)(L) 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.
(a)(1)(L) Advertisement issued by Parent on July 5, 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.
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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: July 5, 2001
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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.
(a)(1)(L) Advertisement issued by Parent on July 5, 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.