As filed with the Securities and Exchange Commission on February 18, 1997.
Registration No. 333-
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
1996 STOCK INCENTIVE PLAN
and the
MEREDITH CORPORATION
1993 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
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, par 2,475,000 Shares $49.8125 $123,285,937.50 $37,360
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 February 11, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The previously filed Registration Statement, File No. 333-04033 on
Form S-8 covering Common Stock offered pursuant to the 1993 Stock Option Plan
for Non-Employee Directors is incorporated into this Registration Statement by
reference. In addition, 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, 1996, 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, 1996 and December 31, 1996, filed by the Company with the
Commission pursuant to the 1934 Act.
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3. The description of the Company's Common Stock is contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the 1934 Act.
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.
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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.
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
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Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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
18th day of February, 1997.
MEREDITH CORPORATION
By: /s/ William T. Kerr
-------------------------------------
William T. Kerr
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Meredith Corporation,
hereby severally constitute William T. Kerr 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 18th
day of February, 1997.
Signature Title
- -------------------------- ------------------------------------
/s/ Jack D. Rehm
- -------------------------- Chairman and Director
Jack D. Rehm
/s/ William T. Kerr President, Chief Executive Officer
- -------------------------- and Director (principal executive
William T. Kerr officer)
/s/ Larry D. Hartsook Vice President-Finance
- -------------------------- (principal accounting and financial
Larry D. Hartsook officer)
/s/ E. T. Meredith III Chairman of the Executive Committee
- -------------------------- and Director
E. T. Meredith III
/s/ Herbert M. Baum Director
- --------------------------
Herbert M. Baum
/s/ Robert A. Burnett Director
- --------------------------
Robert A. Burnett
/s/ Pierson M. Grieve Director
- --------------------------
Pierson M. Grieve
/s/ Frederick B. Henry Director
- --------------------------
Frederick B. Henry
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Signature Title
- -------------------------- ------------------------------------
/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 (Exhibit 3.1 to Registrant's Form
10-Q for the third quarter ended March 31,
1996).
4.2* Restated Bylaws of Registrant, as amended
(Exhibit 3 to Registrant's Form 10-Q for the
second quarter ended December 31, 1996).
5 Opinion (including consent) of McDermott, Will
& Emery
23 Consent of KPMG Peat Marwick LLP
Exhibit 5
---------
Opinion (including consent) of McDermott, Will & Emery
February 18, 1997
Meredith Corporation
1716 Locust Street
Des Moines, Iowa 50309-3023
RE: 2,475,000 Shares of Common Stock (par value $1) for
the Meredith Corporation 1996 Stock Incentive Plan
and the Meredith Corporation 1993 Stock Option Plan
for Non-Employee Directors (the "Plans")
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 2,475,000 shares of the Company's Common Stock, par value
$1 (the "Common Stock"), which may be purchased pursuant to the Plans.
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 Plans.
5. Copies of the Plans.
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 Plans 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
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Exhibit 23
----------
Independent Auditor's Consent
The Board of Directors
Meredith Corporation
We consent to the use of our reports incorporated herein
by reference.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Des Moines, Iowa
February 17, 1997
