Harcourt Brace Makes Offer for Harper & Row : $220-Million Proposal Tops Shareholder’s Bid

Harper & Row Publishers Inc. said Wednesday that rival publisher Harcourt Brace Jovanovich Inc. has proposed to buy it for about $220 million.

The $50-a-share offer would top a $34-a-share bid that Harper received earlier this week from shareholder Theodore Cross, who owns about 6% of Harper’s 4.4 million shares outstanding. His offer is valued at $148 million.

In addition, Cross said he would assume $40 million in Harper & Row debt. Harper said its directors will consider both proposals and “such possible concerns as antitrust and other legal considerations.”

But the company noted in a brief statement announcing the Harcourt proposal that its board “has previously expressed a strong determination to remain an independent publishing enterprise.”

Calls to Harcourt were not returned.

The proposal was announced after the close of trading. On the New York Stock Exchange, Harper fell 75 cents a share to $33.50, while Harcourt fell $1 to $33 a share.

Harper publishes popular books, college and medical textbooks, children’s books and trade journals.

Harcourt, based in Orlando, Fla., publishes school and college textbooks, tests and general books and scientific and professional journals.

Series of Acquisitions

It has made several recent publishing acquisitions, including CBS’ school textbook operation for $500 million.

Harcourt’s Sea World Enterprises operates three marine parks and conducts marine research. The company also has interests in insurance.

Cross, who lives in Princeton, N.J., has been involved in publishing for more than two decades.

He had described his bid as “friendly but unsolicited,” and said in an interview Wednesday night that he would have to study the Harcourt proposal before deciding his next move.

For the past 20 years, Cross said he had been an editor of Business and Society Review, a journal on corporate ethics and responsibility. He also owned two publishing concerns that have since been sold.

Harper earned $4.4 million in the nine months ended Jan. 31, compared to $5.1 million in the comparable period a year earlier. Revenue for the nine months rose to $166 million from $149.9 million.

Harcourt earned $70.5 million last year, up from $50.5 million a year earlier. Revenue for the year rose to $1.3 billion from $990.5 million.