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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
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Houghton Mifflin Company
(Name of Issuer)
---------------------------
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
---------------------------
441560109
(CUSIP Number)
---------------------------
Guillaume Hannezo
Chief Financial Officer
Vivendi Universal, S.A.
42, avenue de Friedland
75380 Paris Cedex 08 France
33-1-7171-1712
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
Copy to:
Faiza J. Saeed, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
------------------------------------
July 9, 2001
(Date of Event Which Requires Filing of this Statement)
============================================================
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
2
CUSIP No. 441560109
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Vivendi Universal, S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 27,281,606
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,281,606
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,281,606
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
3
CUSIP No. 441560109
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soraya Merger Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
AF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 27,281,606
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,281,606
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,281,606
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
4
This statement on Schedule 13D (this "Statement") relates to the
acquisition by Soraya Merger Inc., a Massachusetts corporation ("Merger Sub")
and wholly owned subsidiary of Vivendi Universal, a societe anonyme organized
under the laws of France ("Vivendi Universal"), of 27,281,606 shares of common
stock, par value $1.00 per share (the "Houghton Mifflin Common Stock"), of
Houghton Mifflin Company, a Massachusetts corporation ("Houghton Mifflin").
Vivendi Universal and Merger Sub filed with the Securities and Exchange
Commission a Tender Offer Statement on Schedule TO dated June 8, 2001,
relating to the third-party tender offer (the "Tender Offer") by Merger Sub to
purchase all the outstanding shares of common stock, 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, of Houghton
Mifflin, 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 (collectively, the
"Offer to Purchase"). The Offer to Purchase is incorporated by reference
herein as Exhibit 1.
Item 1. Security and Issuer:
This Statement relates to the common stock, par value $1.00 per share, of
Houghton Mifflin. The address of the principal executive offices of Houghton
Mifflin is 222 Berkeley Street, Boston, MA 02116- 3764.
Item 2. Identity and Background.
(a) The names of the persons filing this Statement are Vivendi Universal,
a societe anonyme organized under the laws of France, and Soraya Merger Inc.,
a Massachusetts corporation.
(b) The address of the principal office and principal business of Vivendi
Universal is 42, avenue de Friedland, 75380 Paris Cedex 08, France, and the
address of the principal office and principal business of Merger Sub is 800
Third Avenue, 7th Floor, New York, NY 10022.
(c) Vivendi Universal is a company engaged in the media, communications
and environmental services businesses. Set forth in Schedule A hereto, which
is incorporated herein by reference, is the name, business address, present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted and citizenship, of each of Vivendi Universal's directors and
executive officers, as of the date hereof. Other than such directors and
executive officers, there are no persons controlling Vivendi Universal. Merger
Sub is a wholly owned subsidiary of Vivendi Universal formed to acquire the
Houghton Mifflin Common Stock. Set forth in Schedule B hereto, which is
incorporated herein by reference, is the name, business address, present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted and citizenship, of each of Merger Sub's directors and executive
officers, as of the date hereof.
(d) During the past five years, neither Vivendi Universal nor, to Vivendi
Universal's knowledge, any person named in Schedule A has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, neither Merger Sub nor, to Merger Sub's knowledge,
any person named in Schedule B has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Vivendi Universal nor, to Vivendi
Universal's knowledge, any person named in Schedule A has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. During the past five years,
neither Merger Sub nor, to Merger Sub's knowledge, any person named in
Schedule B has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
Merger Sub paid for the shares of Houghton Mifflin Common Stock that were
tendered pursuant to the Tender Offer through capital contributions and loans
that were made by Vivendi Universal. Vivendi Universal had sufficient cash on
hand to make the capital contributions and loans and did not rely on
borrowings. The amount of funds used in making the purchases was
$1,636,896,326.24.
Item 4. Purpose of Transaction.
(a)-(b) The purpose of the Tender Offer was to enable Vivendi Universal
to acquire control of Houghton Mifflin and to acquire the outstanding shares
of Houghton Mifflin Common Stock. The Tender Offer, as the first step in the
acquisition of Houghton Mifflin, was intended to facilitate the acquisition of
all the outstanding shares of Houghton Mifflin Common Stock.
On June 1, 2001, Vivendi Universal, Houghton Mifflin, and Merger Sub
entered into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement and the actions contemplated therein, Merger
Sub will be merged with and into Houghton Mifflin (the "Merger"), with
Houghton Mifflin continuing as the surviving corporation and as a wholly owned
subsidiary of Vivendi Universal. Upon completion of the Merger, each issued
and outstanding share of Houghton Mifflin Common Stock will be exchanged for
the right to receive $60.00 per share, net to the seller in cash, without
interest thereon. The purpose of the Merger is to acquire all outstanding
shares of Houghton Mifflin common stock not tendered and purchased pursuant to
the Tender Offer or otherwise.
The Merger is subject to certain conditions. The descriptions of the
Merger Agreement contained herein are qualified in their entirety by reference
to such agreement, which is incorporated by reference herein as Exhibit 2.
The information set forth under the caption "Purpose of the Offer; the
Merger Agreement; Plans for the Company" in the Offer to Purchase is
incorporated herein by reference.
(c) While Vivendi Universal and Merger Sub reserve the right to take or
recommend such action as they may consider desirable in light of their ongoing
review of the businesses and operations of Houghton Mifflin, neither Vivendi
Universal nor Merger Sub has any present plans or proposals which relate to or
would result in the sale or transfer of a material amount of assets of
Houghton Mifflin.
(d) Pursuant to the Merger Agreement, upon purchase of shares of Houghton
Mifflin Common Stock pursuant to the Tender Offer and from time to time
thereafter, Vivendi Universal shall be entitled to designate a number of
directors of Houghton Mifflin, rounded down to the next whole number, as is
equal to the product of the total number of directors on Houghton Mifflin's
Board of Directors (giving effect to the directors designated by Vivendi
Universal pursuant to this sentence) multiplied by the Board Fraction. "Board
Fraction" means a fraction, the numerator of which shall be the number of
shares of Houghton Mifflin Common Stock that Vivendi Universal and its
subsidiaries beneficially own at the time of calculation of the Board
Fraction, and the denominator of which shall be the total number of shares of
Houghton Mifflin Common Stock then outstanding. Pursuant to the Merger
Agreement, Houghton Mifflin has agreed promptly to take such actions as are
necessary to enable such designees of Houghton Mifflin to be elected or
appointed to Houghton Mifflin's Board of Directors. Until the effective time
of the Merger, Houghton Mifflin's Board of Directors shall have at least two
directors of Houghton Mifflin who are directors on the date of the Merger
Agreement and who are not affiliates of Vivendi Universal or Merger Sub (the
"Independent Directors").
The Independent Directors shall form a committee that, during the period
from the time shares of Houghton Mifflin Common Stock are purchased pursuant
to the Tender Offer until the effective time of the Merger, shall have the
sole power and authority, by a majority vote of such Independent Directors,
for Houghton Mifflin to (i) amend or terminate the Merger Agreement or to
extend the time for the performance of any of the obligations or other acts of
Vivendi Universal or Merger Sub under the Tender Offer, the Merger or the
Merger Agreement, (ii) exercise or waive any of Houghton Mifflin's rights,
benefits or remedies under the Merger Agreement, or (iii) take any other
action under or in connection with the Merger Agreement if such action
materially and adversely affects holders of Houghton Mifflin Common Stock
other than Vivendi Universal or Merger Sub.
6
The information set forth under the caption "Purpose of the Offer; the
Merger Agreement; Plans for the Company" in the Offer to Purchase is
incorporated herein by reference.
Vivendi Universal intends to designate some or all of the directors it is
permitted to designate under the Merger Agreement prior to the effective time
of the Merger.
(e) Other than as a result of the Merger described in Item 4 above, upon
consummation of the Merger, the articles of organization of Houghton Mifflin
shall be amended so that the total number of shares of all classes of stock
which Houghton Mifflin shall have authority to issue is 1,000 shares of common
stock, par value $1.00 per share.
While Vivendi Universal and Merger Sub reserve the right to take or
recommend such action as they may consider desirable in light of their ongoing
review of the businesses and operations of Houghton Mifflin, neither Vivendi
Universal nor Merger Sub has any present plans or proposals which relate to or
would result in any material change in the dividend policy of Houghton
Mifflin.
(f) Upon consummation of the Merger, Houghton Mifflin's business will
continue to be conducted in its current corporate form but as a wholly owned
subsidiary of Vivendi Universal. Various corporate, administrative and
departmental functions of Houghton Mifflin may be consolidated with those of
Vivendi Universal and its subsidiaries. While Vivendi Universal and Merger Sub
reserve the right to take or recommend such action as they may consider
desirable in light of their ongoing review of the businesses and operations of
Houghton Mifflin, neither Vivendi Universal nor Merger Sub has any present
plans or proposals which relate to or would result in any other material
changes in Houghton Mifflin's business or corporate structure.
(g) Upon consummation of the Merger, the articles of organization of
Houghton Mifflin shall be amended so that Section 3 of such restated articles
of organization reads in its entirety as follows: "The total number of shares
of all classes of stock which the Corporation shall have authority to issue is
1,000 shares of common stock, par value $1.00 per share." Upon consummation of
the Merger, the By-laws of Houghton Mifflin, as in effect immediately prior to
the Merger, shall be the By-laws of Houghton Mifflin until thereafter changed
or amended as provided therein or by applicable law.
(h)-(i) Upon consummation of the Merger, the Houghton Mifflin Common
Stock will be delisted from the New York Stock Exchange and will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
(j) Other than as described above, Vivendi Universal and Merger Sub
currently have no plans or proposals which relate to, or may result in, any of
the matters listed in Items 4(a)-(i) of Schedule 13D (although Vivendi
Universal reserves the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a)-(b) As a result of the Tender Offer, Merger Sub has voting and
dispositive power over 27,281,606 shares of Houghton Mifflin Common Stock (the
"Subject Shares"), which represent 88.9% of the outstanding shares of Houghton
Mifflin Common Stock. Vivendi Universal also has voting power and dispositive
power over the Subject Shares. Vivendi Universal, by virtue of its ownership
of all of the capital stock of Merger Sub, is a beneficial owner of all of the
Subject Shares owned by Merger Sub. If the Merger is consummated, Merger Sub
will be merged with and into Houghton Mifflin, and Vivendi Universal will
acquire 100% of the outstanding shares of Houghton Mifflin Common Stock.
(c) Neither Vivendi Universal nor, to the knowledge of Vivendi Universal,
any person named in Schedule A, has effected any transaction in Houghton
Mifflin Common Stock during the past 60 days. Neither Merger Sub nor, to the
knowledge of Merger Sub, any person named in Schedule B, has effected any
transaction in Houghton Mifflin Common Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Houghton Mifflin Common Stock reported in this Item 5.
(e) Not applicable.
7
Item. 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth in exhibits hereto, to the
knowledge of Vivendi Universal and Merger Sub, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect
to any securities of Houghton Mifflin, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
1. Offer to Purchase for Cash All Outstanding Shares of Common Stock of
Houghton Mifflin Company by Soraya Merger Inc., dated June 8, 2001
(Incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer
Statement on Schedule TO filed by Vivendi Universal and Soraya
Merger Inc. on June 8, 2001 (as amended, the "Schedule TO")).
2. Agreement and Plan of Merger dated as of June 1, 2001, among Vivendi
Universal, Soraya Merger Inc. and Houghton Mifflin Company
(Incorporated by reference to Exhibit (d)(1) to the Schedule TO).
8
SIGNATURE
After reasonable 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.
Dated: July 17, 2001
Vivendi Universal, S.A.
by: /s/ George E. Bushnell III
---------------------------------
Name: George E. Bushnell III, Esq.
Title: Vice President and Corporate
Counsel
Soraya Merger Inc.
by: /s/ Debra Ford
---------------------------------
Name: Debra Ford
Title: President
9
SCHEDULE A
(a) Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of
Vivendi Universal. Unless otherwise indicated, the business address of
each person listed below is 42, Avenue de Friedland, 75380 Paris Cedex
08, France.
Name and Principal Occupation or
Business Address Employment and Business Address Citizenship
---------------- ------------------------------- -----------
Jean-Marie Messier Chairman and CEO of Vivendi Universal. France
Edgar Bronfman, Jr. Vice Chairman of Vivendi Universal. U.S.
Eric Licoys Co-COO of Vivendi Universal. France
Pierre Lescure Chairman and CEO of CANAL+, France
Chairman of the Executive
Board of Groupe CANAL+
and Co-COO of Vivendi Universal.
Bernard Arnault Chairman and CEO of LVMH. France
30, avenue Hoche
75008 Paris, France
Jean-Louis Beffa Chairman and CEO of Compagnie de France
Saint-Gobain.
Les Miroirs
92096 Paris Cedex
27, France
Edgar M. Bronfman Former Chairman of the Board of Seagram. U.S.
Richard H. Brown Chairman and CEO of Electronic Data U.S.
Systems Corporation.
5400 Legacy Drive
Plano, Texas 75024-3199
Jean-Marc Espalioux Chairman of the Executive Board of Accor. France
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris Cedex
15, France
Philippe Foriel-Destezet Chairman of Nescofin UK Ltd. France
52, rue de la Bienfaisance
75008 Paris, France
Jacques Friedmann Retired Chairman of the Supervisory France
Board of AXA-UAP
(Chairman from 1993-2000)
80, avenue de Breteuil
75007 Paris, France
Guillaume Hannezo Senior Executive Vice President and France
CFO of Vivendi Universal
Esther Koplowitz Chairman and Member of the Board of Spain
Directors of Fomento de
Construcciones y Contratas.
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid, Spain
10
Name and Principal Occupation or
Business Address Employment and Business Address Citizenship
---------------- ------------------------------- -----------
Mario-Josee Kravis Senior Fellow, Hudson Institute U.S.
c/o 625 Park Avenue
New York, New York 10021
Henri Lachmann Chairman and CEO of Schneider France
ElectricIndustries
43-45, boulevard F. Roosevelt,
92500 Rueil-Malmaison, France
Samuel Minzberg President and Chief Executive Officer Canada
of Claridge Inc.
1170 Peel Street
Montreal, Quebec H3B 4P2
Simon Murray Chairman of GEMS Ltd. U.K.
Princes House-2nd Floor
38, Jermyn Street
London SW1Y 6DT
Serge Tchuruk Chairman and CEO of Alcatel France
54, rue de la Boetie
75008 Paris, France
Rene Thomas Honorary Chairman and Director of France
of Banque Nationale de
Paris-PARIBAS
16, boulevard des Italiens
75009 Paris, France
Marc Vienot Honorary Chairman and Director of France
Societe Generale
Tour Societe Generale
92972 Paris La Defense
Cedex, France
11
SCHEDULE B
(a) Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of
Merger Sub. Unless otherwise indicated, the business address of each
person listed below is 800 Third Avenue, 7th Floor, New York, NY 10022.
Name and Principal Occupation or
Business Address Employment and Business Address Citizenship
---------------- ------------------------------- -----------
George E. Bushnell III Vice President and Corporate Counsel U.S.
of Vivendi Universal.
Debra Ford Manager, Corporate Transactions U.S.
of Vivendi Universal.