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Reports: Merger Deal Revived Between General Cinema, HBJ

August 22, 1991

ORLANDO, Fla. (AP) _ General Cinema Corp. Wednesday prepared to revive its merger deal with Harcourt Brace Jovanovich Inc. by sweetening the offer to bondholders, according to reports.

Trading in General Cinema and Orlando-based HBJ stock was halted on the New York Stock Exchange early Wednesday, pending what HBJ described as an ″important announcement″ due out late Wednesday afternoon.

An announcement was never made, but the Dow Jones news service, quoting unidentified sources, reported that both sides had discussed reviving the merger. Also, a source close to the transaction told The Orlando Sentinel Wednesday that General Cinema was preparing to improve its previous $1.4 billion buyout proposal.

″This is a highly leveraged capital structure,″ J. Ezra Merkin of Ariel Capital, a member of the bondholder committee, told Dow Jones. ″And my sense is that (General Cinema is) going to increase the bondholder share and decrease the shareholders offer by small amounts in each case.″

Under the new agreement, shareholders would receive the equivalent of 75 cents a share, down from $1.30, The Sentinel reported.

In April, HBJ bondholders rejected General Cinema’s first buyout offer, claiming it paid them too little. General Cinema had offered bondholders between 32 cents and 93 cents on the dollar.

Common and preferred shareholders never voted on the earlier proposal because the bondholders were the first step in the approval process. Any buyout would eventually require the approval of both bondholders and shareholders.

Late Wednesday, an HBJ spokesman would not comment on whether a new deal was in the works. A spokesman for General Cinema, the Chestnut Hill, Mass., theater company, could not be reached.

Harcourt’s high-yield junk bonds began rising Tuesday in anticipation of an announcement, and continued to climb Wednesday. HBJ’s 13 percent senior notes were up 1 point, closing at 91, and the 13.75 percent subordinated debentures maturing in 1999 closed up 1 point to end at a bid of 81.

The stock in each company also closed up slightly: HBJ at 43.75 cents, up 3.125 cents on the New York Stock Exchange; and General Cinema at $20.875, up 12.5 cents.

HBJ has wanted to merge with General Cinema since January, when the companies first announced the buyout plan. General Cinema’s buyout was the most attractive of numerous offers, HBJ executives said.

HBJ has been struggling under more than $1.8 billion in debt since fending off a hostile takeover attempt by publishing baron Robert Maxwell in 1987. The company has said it will face bankruptcy in less than two years unless a friendly buyer is found.

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