SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Reader's Digest Automatic Common Exchange Security Trust
(Name of Issuer)
$1.93 Trust Automatic Common Exchange Securities
(Title of Class of Securities)
755271202
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut 06836-2571, Tel:
(203)862-8000
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 6, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the Following Pages)
(Page 1 of 9 Pages)
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Partners L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
614,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
614,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.18%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
614,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
614,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.18%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). Name of Issuer:
Reader's Digest Automatic Common Exchange Security
Trust (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10004
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are: Paloma
Partners L.L.C., a Delaware limited liability company ("Paloma"), and S. Donald
Sussman (together, the "Reporting Persons").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for Paloma and Mr. Sussman is 2 American Lane,
Greenwich, Connecticut 06836-2571.
Item 2(c). Citizenship:
Paloma is a Delaware limited liability company and Mr. Sussman is a
citizen of the United States.
Item 2(d). Title of Class of Securities
$1.93 Trust Automatic Common Exchange Securities ("Trust Common Exchange
Stock").
Item 2(e). CUSIP Number: 755271202
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own an aggregate of
614,000 shares of Trust Common Exchange Stock.
(b) Percent of class:
Paloma's aggregate beneficial ownership of 614,000 shares of
Trust Common Exchange Stock constitutes 5.18% of all of the
outstanding shares of Trust Common Exchange Stock.
S. Donald Sussman's aggregate beneficial ownership of 614,000
shares of Trust Common Exchange Stock constitutes 5.18% of
all of the outstanding shares of Trust Common Exchange Stock.
Together, the Reporting Persons have beneficial ownership of
5.18% of all of the outstanding shares of Trust Common
Exchange Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Paloma has the sole power to vote or direct the vote of
614,000 shares of Trust Common Exchange Stock.
S. Donald Sussman has the sole power to vote or direct
the vote of 614,000 shares of Trust Common Exchange
Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the disposition of
Paloma has the sole power to dispose or direct the
disposition of 614,000 shares of Trust Common Exchange
Stock.
S. Donald Sussman has the sole power to dispose or
direct the disposition of 614,000 shares of Trust Common
Exchange Stock.
(iv) Shared power to dispose or to direct the disposition of
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Anther Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Paloma owns its shares of Trust Common Exchange Stock through its
subsidiary Sunrise Partners L.L.C., a Delaware limited liability
company.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below each of the undersigned certifies that, to the best of
its or his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information with respect to
it or him set forth in this statement is true, complete, and correct.
Dated: May 17, 1999
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.,
as Managing Member
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
/s/ S. Donald Sussman
S. Donald Sussman
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the $1.93 Trust Automatic Common Exchange Securities of Reader's Digest
Automatic Common Exchange Security Trust dated May 17, 1999 is, and any further
amendments thereto signed by each of the undersigned shall be, filed on behalf
of each of the undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: May 17, 1999
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.,
as Managing Member
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
/s/ S. Donald Sussman
S. Donald Sussman
<PAGE>
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Paloma Partners L.L.C.
S. Donald Sussman
