Harcourt Brace Asks Court Aid in Stock Squabble

Harcourt Brace Jovanovich Inc. asked a judge Monday to clarify the rights of debenture holders in a squabble that arose in connection with the company’s efforts to avoid a hostile takeover.

Attorneys for the Orlando-based publishing and entertainment concern told Orange County Circuit Judge Fredrick Pfeiffer that debenture holders who failed to convert their bonds by a June 8 deadline should lose their right to trade them for stock.

If the judge holds that they still have conversion rights despite expiration of the conversion deadline, Harcourt asked that the debentures be traded in for stock under a formula that would allow for fewer shares.

At the hearing were attorneys for Harcourt, and the trustee for its debentures, Sun Bank. Also represented were British Printing & Communication Corp. and the investment firm Salomon Bros., which account for most of the $44 million in debentures that were not traded for stock.

An attorney for British Printing said that the legal issue turned on whether the contract right of a debenture holder “could be extinguished by HBJ.”

The London-based British Printing, controlled by its chairman, Robert Maxwell, proposed last month to buy HBJ for $44-a-share, or about $1.73 billion.