Registration No. 333-
As filed with the Securities and Exchange Commission on May 17, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________
FORM S-8
Registration Statement Under
the Securities Act of 1933
________________________
MEREDITH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Iowa 42-0410230
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1716 Locust Street
Des Moines, Iowa 50309-3023
(Address of Principal Executive Offices)
MEREDITH CORPORATION
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
Thomas L. Slaughter
Vice President-General Counsel and Secretary
Meredith Corporation
1716 Locust Street
Des Moines, Iowa
(Name and Address of Agent For Service)
(515) 284-3000
(Telephone number, including area code, of agent for service)
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_______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered* Per Share** Price** Fee
_______________________________________________________________________________
Common Stock, 200,000 Shares $47.375 $9,475,000 $3,267.24
par value $1
_______________________________________________________________________________
*An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
**Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on May 15, 1996.
______________________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(1) The Annual Report of Meredith Corporation (the "Company") on Form
10-K for the year ended June 30, 1995, which has heretofore been filed by the
Company with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act").
(2) The Company's quarterly reports on Form 10-Q for the quarterly
periods ended September 30, 1995, December 31, 1995 and March 31, 1996, filed
by the Company with the Commission pursuant to the 1934 Act.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the 1934 Act.
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All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated by reference
in this registration statement or be a part hereof from and after the filing of
such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of
the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Certain provisions of the Iowa Business Corporation Act provide that
the Company may indemnify the directors and officers of the Company and
affiliated companies against liabilities and expenses incurred by reason of the
fact that such persons were serving in such capacities, subject to certain
limitations and conditions set forth in the statute. Article Twelfth of the
Bylaws of the Company provides that the Company shall indemnify its directors
and officers to the fullest extent permitted by Iowa law.
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out
of the performance of their duties.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and where applicable each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Des Moines, State of Iowa, on the
16th day of May, 1996.
MEREDITH CORPORATION
By: /s/Jack D. Rehm
------------------------------------
Jack D. Rehm
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Meredith Corporation,
hereby severally constitute Jack D. Rehm and Thomas L. Slaughter, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to said Registration
Statement, and generally to do all such things in our name and behalf in the
capacities indicated below to enable Meredith Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the
16th day of May, 1996.
Signature Title
- ---------------------------- ----------------------------------------------
/s/Jack D. Rehm Chairman, Chief Executive Officer and Director
- ---------------------------- (principal executive officer)
Jack D. Rehm
/s/William T. Kerr President, Chief Operating Officer and
- ---------------------------- Director
William T. Kerr
/s/Larry D. Hartsook Vice President-Finance
- ---------------------------- (principal accounting and financial officer)
Larry D. Hartsook
/s/E. T. Meredith Chairman of the Executive Committee and
- ---------------------------- Director
E. T. Meredith
/s/Herbert M. Baum Director
- ----------------------------
Herbert M. Baum
/s/Robert A. Burnett Director
- ----------------------------
Robert A. Burnett
/s/Pierson M. Grieve Director
- ----------------------------
Pierson M. Grieve
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Signature Title
- ---------------------------- ----------------------------------------------
/s/Frederick B. Henry Director
- ----------------------------
Frederick B. Henry
/s/Joel W. Johnson Director
- ----------------------------
Joel W. Johnson
/s/Robert E. Lee Director
- ----------------------------
Robert E. Lee
/s/Richard S. Levitt Director
- ----------------------------
Richard S. Levitt
/s/Nicholas L. Reding Director
- ----------------------------
Nicholas L. Reding
/s/Barbara S. Uehling Director
- ----------------------------
Barbara S. Uehling
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EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated. All other documents listed are filed with this Registration
Statement.
Exhibit Number Description
-------------- ---------------------------------------------
4.1 * Restated Articles of Incorporation of Registrant,
as amended (Exhibit 3.1 to Registrant's Form
10-Q for the third quarter ended March 31, 1996).
4.2 * Restated by-laws of Registrant, as amended
(Exhibit 3.2 to Registrant's Form 10-Q for the
third quarter ended March 31, 1996).
5 Opinion (including consent) of McDermott, Will &
Emery
23 Consent of KPMG Peat Marwick LLP
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Exhibit 5
Opinion (including consent) of McDermott, Will & Emery
May 16, 1996
Meredith Corporation
1716 Locust Street
Des Moines, Iowa 50309-3023
RE: 200,000 Shares of Common Stock (par value $1)
for Meredith Corporation's 1993 Stock Option
Plan for Non-Employee Directors (the "Plan")
Gentlemen:
We have acted as counsel for Meredith Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") for the registration under the Securities
Act of 1933, as amended, of 200,000 shares of the Company's Common Stock, par
value $1 (the "Common Stock"), which may be purchased pursuant to the Plan.
We have examined or considered:
1. A copy of the Company's Restated Articles of Incorporation.
2. The Restated By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Iowa, as of
a recent date, as to the good standing of the Company in that state.
4. Copies of resolutions duly adopted by the Board of Directors of
the Company relating to the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
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Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Iowa.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plan have been duly taken, and the Common Stock, upon acquisition
pursuant to the terms of the Plan, will be duly authorized, legally and
validly issued, fully paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
---------------------------
McDermott, Will & Emery
Exhibit 23
Consent of KPMG Peat Marwick LLP
The Board of Directors
Meredith Corporation
We consent to the incorporation by reference in the registration statement of
Form S-8 relating to the 1993 Stock Option Plan for Non-Employee Directors of
Meredith Corporation of our report dated August 2, 1995, relating to the
consolidated balance sheets of Meredith Corporation and subsidiaries as of June
30, 1995, and 1994, and the related consolidated statements of earnings,
stockholders equity, and cash flows and related schedules for each of the
years in the three-year period ended June 30, 1995, which report appears in the
June 30, 1995, annual report on Form 10-K of Meredith Corporation.
KPMG Peat Marwick LLP
Des Moines, Iowa
May 16, 1996
