	maxwell files suit to stop harcourt 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 fbc and seeks to void the issue by harcourt of shares of super voting preferred stock to first boston securities corp and the issue of convertible voting preferred stock with votes in the harcourt employee stock ownership plan the preferred shares to be issued to first boston have 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 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 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 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 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 shares and 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 reuter 
