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. 1)*
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)
December 31, 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 5 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
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(b) with respect to the
$1.93 Trust Automatic Common Exchange Securities ("Trust Common Exchange Stock")
of the Reader's Digest Automatic Common Exchange Security Trust (the "Issuer")
beneficially owned by the Reporting Persons specified herein as of December 31,
1999 and amends and supplements the Schedule 13G dated May 17, 1999 filed by the
Reporting Persons (the "Schedule 13G").
Except as set forth herein, the Schedule 13G is unmodified.
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 no shares of Trust
Common Exchange Stock.
(b) Percent of class:
Not applicable.
(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
no shares of Trust Common Exchange Stock.
S. Donald Sussman has the sole power to vote or direct
the vote of no 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 no shares of Trust Common Exchange Stock.
S. Donald Sussman has the sole power to dispose or
direct the disposition of no shares of Trust Common
Exchange Stock.
(iv) Shared power to dispose or to direct the disposition of
Not applicable.
<PAGE>
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
[x].
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.
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: February 14, 2000
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
