MAXWELL FILES SUIT TO STOP HARCOURT &lt;HBJ>
  Publisher Robert Maxwell's British
  Printing and Communicaton Corp PLC said it filed a lawsuit in
  U.S. district court against Harcourt Brace Jovanovich Inc, its
  directors and advisers to stop, among other things, payment of
  the special dividend Harcourt is paying as part of its
  recapitalization.
      The suit, filed in Manhattan, also names First Boston Corp
  &lt;FBC> and seeks to void the issue by Harcourt of 40,000 shares
  of super voting preferred stock to First Boston Securities Corp
  and the issue of convertible voting preferred stock with
  4,700,000 votes in the Harcourt employee stock ownership plan.
      The preferred shares to be issued to First Boston have
  8,160,000 votes. The suit, brought derivatively on behalf of
  Harcourt and individually in British Printing's capacity as a
  substantial holder of Harcourt common shares and 6-3/8 pct
  convertible debentures.
      The suit alleges Harcourt's special dividend exceeds by
  more than one billion dlrs Harcout's surplus available for
  dividends under New York law and contstitutes a fraudulent
  conveyance.
      The lawsuit also alleges that Harcourt failed to disclose
  that one consequence of the payment of the dividend, which it
  terms illegal, will be that shareholders will be liable to
  repay it.
      Harcourt last week said it would pay 40 dlrs per share to
  stockholders as a special dividend. Harcourt also announced an
  extensive recapitalization plan, which analysts said was aimed
  at thwarting a takeover effort by British Printing.
      British Printing last week withdrew its 44 dlr per share,
  or two billion dlr offer for Harcourt because of the
  recapitalizaton plan. At the time, it said it was reviewing its
  alternatives.
      British Printing said it filed the suit after consultation
  with its advisers. Its lawsuit also alleges that Harcourt
  failed to disclose the effect of the special dividend on
  Harcourt 6-3/8 pct convertible debentures.
      British Printing alleges the effect will be an enormous
  increase effective on the June eight record date for the
  dividend in the number of Harcourt common shares issuable upon
  conversion of the debentures. British Printing also charged 
  Harcourt is unlawfully coercing debenture holders to convert
  denbentures before the record date because Harcourt may not
  have enough authorized common shares to honor conversion after
  the date.
      British Printing holds 460,600 shares and 5.6 mln dlrs
  worth of debentures.
      The suit also alleges that management, the board of
  directors, and First Boston engaged in an illegal scheme of
  entrenchment through a combination of selling to First Boston
  Securities Corp the super voting preferred at a bargain price,
  the grant to the company employee stock plan of convertible
  voting preferred, the six mln share open market repurchase
  program and the manner in which its financing has been
  structured.
  

