ORLANDO, FLA., JAN. 24 -- General Cinema Corp. said today it will take over Harcourt Brace Jovanovich Inc., paying more than $1.4 billion for a debt-laden publisher that failed to fulfill its dream of becoming a viable, independent entity.

Analysts expect the publisher's debtholders will haggle over the deal, but say they have little room to maneuver or block a takeover by the movie theater giant.

"We look forward to bringing {Harcourt} into the General Cinema group of companies and providing it with the financial resources to further strengthen its operating businesses," said Richard Smith, chairman of General Cinema.

The merger would end Harcourt's four-year struggle to be an independent industry force. Last November, the Orlando-based textbook publisher gave up the fight, putting itself on the auction block.

Its downfall was debt -- now about $1.9 billion worth.

Weighed down by a mass of IOUs it took on to avoid a 1987 takeover bid by London-based publisher Robert Maxwell, Harcourt's urge to go it alone proved too heavy to handle.

After fending off Maxwell, it was forced to sell assets, including its substantial theme park holdings. And last May, William Jovanovich, the salesman turned company president, resigned after turning Harcourt into a powerhouse, leading it through the Maxwell battle -- and then running up the bills.

The two companies expect to complete the merger, which is subject to regulatory and shareholder approval, in the spring.

General Cinema, based in Newton, Mass., is a major operator of movie theaters and owns 60 percent of retailer Neiman Marcus Group. Company founder Philip Smith opened the first drive-in theater in 1935 and pioneered the multi-screen movie house.

Harcourt badly needs cash and General Cinema has more than $1.6 billion after selling a soft drink bottling business in 1989 and a stake in Cadbury Schweppes PLC last October.

Harcourt, whose junk bonds soared on the merger news, said holders of its 73 million common shares and 61 million preferred shares will receive $1.30 per share under the deal.

Its stock closed unchanged at $1.25 on the New York Stock Exchange, while General Cinema closed up 12 1/2 cents at $20.50.

Analysts said the offer price was cheap, but they predicted a deal would nonetheless go through.

"It's a low-ball offer," said Raymond James & Associates chief investment officer Bert Boksen. "There will be some resistance. ... There might be some adjustments."

Harcourt's heart is publishing -- with holdings in textbooks, insurance and magazines -- but it has not been profitable since 1986 and has hefty debt payments due in 1993.

And General Cinema also has a $390 million option to buy its academic press if Harcourt ends up being bought by another company. Analysts said while Harcourt debtholders may hold up the deal to thrash out a better price, the option to buy Academic Press -- a prime Harcourt asset -- is appealing.

"They have an option if the deal doesn't go through," said Boksen. "Academic Press is an extremely valuable property."

But some traders who specialize in takeover stocks said General Cinema likes to get its own way, and it has not hesitated to walk away from past deals that grew more pricey.

Harcourt, big in the textbook field, also has published literary works such as Carl Sandburg's "Abraham Lincoln."

The company, which diversified into amusement parks, moved its headquarters from New York's publishing world to Orlando in the early 1980s. But the company took on $3 billion in debt to battle Maxwell and then began selling key holdings such as Sea World and Cypress Gardens.