MEREDITH CORP, DEF 14A, 1998-09-25

MEREDITH CORP
DEF 14A, 1998-09-25
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [ ]

Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

MEREDITH CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing party:

(4) Date filed:

<PAGE>

[LOGO]
MEREDITH CORPORATION

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 9, 1998

----------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of holders of common stock
and class B stock of Meredith Corporation (hereinafter called the "Company")
will be held at the Company's principal executive offices, 1716 Locust Street,
Des Moines, Iowa 50309-3023, on Monday, November 9, 1998, at 10:00 A.M., local
time, for the following purposes:

(1) To elect four Class III directors for terms expiring in 2001, as
provided in the Bylaws of the Company.

(2) To elect one Class I director for a term expiring in 1999, as provided
in the Bylaws of the Company.

(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

By resolution of the Board of Directors, only holders of record of the
Company's common stock and class B stock at the close of business on September
1, 1998, are entitled to notice of and to vote at the meeting or at any
adjournment or adjournments thereof.

By Order of the Board of Directors,

THOMAS L. SLAUGHTER
VICE PRESIDENT -- GENERAL COUNSEL
AND SECRETARY

Des Moines, Iowa
September 25, 1998

PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD(S) IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. YOUR VOTE IS
IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. A PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION IS APPRECIATED.

<PAGE>

[LOGO]
MEREDITH CORPORATION

----------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 9, 1998

----------------------

INTRODUCTION

This Proxy Statement is being sent to stockholders on or about September
25, 1998, in connection with the solicitation of proxies by the Board of
Directors of Meredith Corporation (the "Company") to be used in voting at the
Annual Meeting of holders of common stock and class B stock of the Company to be
held at the Company's principal executive offices, 1716 Locust Street, Des
Moines, Iowa 50309-3023, on Monday, November 9, 1998, at 10:00 A.M., local time,
and at any adjournment or adjournments thereof.

YOU ARE REQUESTED TO SIGN AND COMPLETE THE ENCLOSED PROXY CARD(S) AND
RETURN IT (THEM) IN THE ENCLOSED ENVELOPE.

Proxies in such form, if duly signed and received in time for voting, will
be voted in accordance with the directions of the stockholders. If no
instructions are specified in a proxy, the proxy will be voted by the proxy
holders FOR the election as directors of the nominees hereinafter named and in
their discretion upon such matters not presently known or determined that may
properly come before the meeting.

The affirmative vote of a majority of the total number of votes entitled to
be cast represented by shares present in person or by proxy, a quorum being
present, is required to elect directors and for any other matters that may
properly come before the meeting.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

The giving of a proxy does not preclude the right to vote in person or by
means of a subsequent proxy should the person giving the proxy so desire. Any
proxy may be revoked by giving notice to the Company in writing prior to the
meeting or in open meeting, but such revocation shall not affect any vote
previously taken.

The expense of soliciting proxies for the Annual Meeting, including the
cost of preparing, assembling and mailing the notice, proxy and Proxy Statement
and the reasonable costs of brokers, nominees and fiduciaries in supplying
proxies to beneficial owners, will be paid by the Company. The solicitation will
be made by the use of the mail, through brokers and banking institutions, and by
officers and regular employees of the Company.

SHARES ENTITLED TO VOTE

Each holder of common stock of record at the close of business on September
1, 1998, is entitled to one vote per share so held on all matters to come before
the meeting. At the close of business on September 1, 1998, there were
outstanding and entitled to vote at the Annual Meeting 41,215,149 shares of
common stock of the Company. Each holder of record of class B stock at the close
of business on September 1, 1998, is entitled to ten votes per share so held on
all matters to come before the meeting. At the close of business on September 1,
1998, there were outstanding and entitled to vote at the Annual Meeting
11,251,212 shares of class B stock of the Company, for a total of 153,727,269
votes.

In determining whether a quorum exists at the Annual Meeting for purposes
of all matters to be voted on, all votes, including votes to "withhold
authority," will be counted. If an individual has signed

<PAGE>

a proxy card but failed to indicate a vote "for" or "withhold authority," such
proxy will be voted FOR the election as directors of the nominees therein named.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Under regulations of the Securities and Exchange Commission, persons who
have power to vote or to dispose of shares of the Company, either alone or
jointly with others, are deemed to be beneficial owners of such shares. Because
the voting or dispositive power of certain stock listed in the following table
is shared, in some cases, the same securities are listed opposite more than one
name in the table. In addition, in some cases, the same securities may be listed
in more than one column opposite the same person's name in the table (for
example when a person holds sole dispositive power but shared voting power with
respect to shares).

Set forth below is information as of July 31, 1998 (unless otherwise
indicated), concerning security ownership by each person who is known to
management to be the beneficial owner of more than 5% of any class of the
Company's voting securities, and security ownership by management.

E.T. Meredith III, Director (3)(4) ........ 1,437,785 324,296 19% 7,111,448 252,940 65%
1716 Locust Street
Des Moines, Iowa 50309-3023

Frederick B. Henry, Director (3)(8)(11) ... 816,974 633,108 5% 59,992 667,300 6%
100 West Hallam Street
Aspen, Colorado 81611

Norwest Corporation (5)(6) ................ 0 316,878 4% 293,400 1,145,072 13%
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026

Janus Capital Corporation (6) ............. 2,965,825 0 7% 0 0 0
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923

(b) DIRECTORS, NOT LISTED ABOVE, INCLUDING
NOMINEES, AND NAMED EXECUTIVE OFFICERS

Leo R. Armatis, Vice President --
Corporate Relations (4)(7)(9) .......... 147,278 25,000 * 771 0 *
Herbert M. Baum, Director (8)(11) ........ 25,445 0 * 0 0 0
Barbara U. Charlton, Director (8)(11) .... 29,373 0 * 400 0 *
Mary Sue Coleman, Director (8) ........... 3,600 0 * 0 0 0
Larry D. Hartsook, Vice President --
Operations (7)(9) ...................... 43,294 0 * 0 0 0
Joel W. Johnson, Director (8)(11) ........ 21,113 0 * 0 0 0
William T. Kerr, Director,
Chairman & CEO (4)(7)(9) ............... 595,023 35,000 2% 0 0 0
Robert E. Lee, Director (8)(11) .......... 34,643 0 * 2,800 0 *
Richard S. Levitt, Director (4)(8)(11) ... 42,234 24,000 * 0 24,000 *
Christopher M. Little, President --
Publishing Group (7)(9) ................ 368,254 0 * 0 0 0

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
COMMON STOCK OWNED CLASS B STOCK OWNED (2)
-------------------------------------- ---------------------------------
SOLE VOTING SHARED SOLE VOTING SHARED
OR VOTING OR OR VOTING OR
INVESTMENT INVESTMENT % OF INVESTMENT INVESTMENT % OF
NAME AND ADDRESS POWER POWER CLASS (1) POWER POWER CLASS
- - ---------------- ------------- ------------ ----------- ------------- ------------ ------
<S> <C> <C> <C> <C> <C> <C>
John P. Loughlin, President --
Broadcasting Group (4)(7)(9) ................ 106,252 1,500 * 0 0 0
Philip A. Marineau, Director .................. 2,128 0 * 0 0 0
Nicholas L. Reding, Director (8)(11) .......... 30,820 0 * 0 0 0
Jack D. Rehm, Director (4)(8) ................. 580,634 10,068 2% 45,457 1,344 *

(c) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP (3)(4)(7)(8)(9)(10)(11)
(19 persons) ................................ 4,585,936 1,059,012 28% 7,223,205 945,584 73%
</TABLE>

- - --------------------
* Less than one percent.

(1) The calculation of percentage of class of Common Stock Owned includes any
amounts of common stock deemed to be owned by the stockholder as a result
of the stockholder's ownership of class B stock which is convertible, share
for share, into common stock. Any such conversion would have the effect of
reducing a stockholder's percentage ownership of class B stock.

(2) Class B stock is not transferable except to members of the family of the
holder and certain other related entities. Class B stock, however, is
convertible, share for share, at any time into fully transferable common
stock without the payment of any consideration.

(3) Includes shares owned by various trusts. The inclusion of these shares is
not to be taken as an admission by the named stockholder of beneficial
ownership of these shares for any other purpose.

(4) Includes shares beneficially owned by spouses and relatives living in the
same home with the named individuals, and includes shares owned by family
partnerships.

(5) Includes shares beneficially owned by Norwest Bank Iowa, N.A., as trustee,
a subsidiary of Norwest Corporation.

(6) Information as of December 31, 1997, based on Schedule 13G filed with the
Securities and Exchange Commission and/or information provided by Norwest
Bank Iowa, N.A., the trustee.

(7) Includes shares held by Norwest Bank Iowa, N.A., as trustee under the
Meredith Savings and Investment Plan for the benefit of certain officers,
which shares are voted by the trustee only at the direction of the
individual plan participants.

(8) Includes shares which are subject to presently exercisable stock options or
options exercisable within 60 days following the date of this Proxy
Statement by non-employee directors under the Company's 1993 Stock Option
Plan for Non-Employee Directors as follows: 18,000 shares for Messrs.
Robert E. Lee, Richard S. Levitt and Nicholas L. Reding; 14,000 shares for
Messrs. Herbert M. Baum and Joel W. Johnson; 6,800 shares for Dr. Barbara
U. Charlton; 5,200 shares for Mr. Frederick B. Henry; 2,000 shares for Dr.
Mary Sue Coleman; 2,000 shares for Mr. Jack D. Rehm and an additional
564,056 shares for Mr. Rehm under the Company's 1992 and 1996 Stock
Incentive Plans.

(9) Includes shares which are subject to presently exercisable stock options or
options exercisable within 60 days following the date of this Proxy
Statement by executive officers under the Company's 1992 and 1996 Stock
Incentive Plans as follows: 482,368 shares for Mr. William T. Kerr; 323,856
shares for Mr. Christopher M. Little; 128,436 shares for Mr. Leo R.
Armatis; 81,800 shares for Mr. John P. Loughlin; and 22,600 shares for Mr.
Larry D. Hartsook.

(10) Includes 1,939,960 shares which are subject to presently exercisable stock
options or options exercisable within 60 days following the date of this
Proxy Statement by the directors and the executive officers as a group.

(11) Includes stock equivalents held by the non-employee directors under the
Company's 1990 Restricted Stock Plan for Non-Employee Directors as follows
(rounded to the closest whole number): 5,482 shares for Mr. Richard S.
Levitt; 4,379 shares for Mr. Robert E. Lee; 3,730 shares for Dr. Barbara U.
Charlton; 2,957 shares for Mr. Joel W. Johnson; 1,637 shares for Mr.
Nicholas L. Reding; 1,422 shares for Mr. Frederick B. Henry; and 813 shares
for Mr. Herbert M. Baum; for an aggregate of 20,420 shares.

<PAGE>

ELECTION OF DIRECTORS

The Restated Articles of Incorporation provide that the Board of Directors
shall consist of not fewer than three nor more than 15 persons, as may be
provided by the Bylaws, to be divided into three classes, each class to consist,
as nearly as may be possible, of one-third of the total number of directors. The
Bylaws provide that the number of directors shall be fixed from time to time by
resolution of the Board of Directors. The last resolution provided for 12
directors. The proxies cannot be voted for a greater number of persons than the
number of nominees named herein.

Listed below are the four persons who have been nominated as Class III
directors to serve three-year terms to expire in 2001. All nominees are
currently serving as directors and were previously elected by the stockholders.
Also listed below is Mr. Philip A. Marineau, who was nominated as a Class I
director to serve a term expiring in 1999. Mr. Marineau was elected as a
director by the Board of Directors at its meeting on January 29, 1998, to fill a
vacancy due to the retirement of Mr. Pierson M. Grieve. Should any of these
nominees become unable to serve prior to the upcoming Annual Meeting, an event
which is not anticipated by the Company, the proxies, except those from
stockholders who have given instructions to withhold voting for the following
nominees, will be voted for such other person as the Compensation/Nominating
Committee may nominate. Certain information concerning each of the four nominees
for Class III directors, Mr. Marineau and each of the continuing directors is
set forth below.

NOMINEES FOR ELECTION AS CLASS III DIRECTORS --
TERMS TO EXPIRE IN 2001

Joel W. Johnson 55 1994 Chairman, President and Chief Executive Officer, Hormel Foods
Corporation (producer and marketer of meat and food products),
December 1995 to present; President and Chief Executive Officer,
Hormel Foods Corporation, 1993 to December 1995. Mr. Johnson
is a director of Hormel Foods Corporation and Ecolab, Inc.

Richard S. Levitt 68 1971 Chairman and Chief Executive Officer, Nellis Corporation (private
capital management), 1988 to present. Mr. Levitt is a director of
Norwest Corporation and Norwest Bank Iowa, N.A.

E. T. Meredith III 65 1966 Chairman of the Executive Committee, Meredith Corporation,
1988 to present.
</TABLE>

NOMINEE FOR ELECTION AS A CLASS I DIRECTOR --
TERM TO EXPIRE IN 1999

<TABLE>
<CAPTION>
YEAR
FIRST ELECTED PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NOMINEE AGE AS A DIRECTOR DURING THE PAST FIVE YEARS AND OTHER INFORMATION
- - -------------------- ----- --------------- ------------------------------------------------------------------
<S> <C> <C> <C>
Philip A. Marineau 51 1998 President and Chief Executive Officer North America, Pepsi-Cola
Company (worldwide beverage division of Pepsico), December
1997 to present; President and Chief Operating Officer, Dean
Foods, January 1996 to November 1997; President and Chief
Executive Officer, The Quaker Oats Company, 1993 to December
1995; Executive Vice President-U.S. and Canadian Grocery Product,
The Quaker Oats Company, 1989 to 1993. Mr. Marineau is a
director of Arthur J. Gallagher Company, Inc.
</TABLE>

<PAGE>

DIRECTORS CONTINUING IN OFFICE AS CLASS I DIRECTORS --
TERMS TO EXPIRE IN 1999

<TABLE>
<CAPTION>
YEAR
FIRST ELECTED PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
DIRECTOR AGE AS A DIRECTOR DURING THE PAST FIVE YEARS AND OTHER INFORMATION
- - --------------------- ----- --------------- ------------------------------------------------------------------
<S> <C> <C> <C>
Robert E. Lee 63 1982 Executive Director, Emeritus, The Denver Foundation (community
foundation), 1996 to present; Executive Director, The Denver
Foundation, 1989 to 1996. Mr. Lee is a director of Storage
Technology Corporation, Source Capital Corporation and ING
America Insurance Holdings, Inc.

Jack D. Rehm 65 1988 Chairman of the Board-Retired, Meredith Corporation, January
1998 to present; Chairman of the Board, Meredith Corporation,
July 1992 to December 1997; Chief Executive Officer, Meredith
Corporation, February 1989 to December 1996; President, Meredith
Corporation, February 1988 to July 1994. Mr. Rehm is a director
of ING America Insurance Holdings, Inc., International Multifoods
Corporation and Norwest Bank Iowa, N.A.

Barbara U. Charlton 66 1980 Consultant, Baric Enterprises (consulting firm designed to work
with higher education and business), October 1997 to present;
Executive Director of the Business -- Higher Education Forum,
February 1995 to November 1997; Interim Director of the Business
-- Higher Education Forum, July 1994 to February 1995;
Chancellor, University of California, Santa Barbara, 1987 to July
1994.
</TABLE>

DIRECTORS CONTINUING IN OFFICE AS CLASS II DIRECTORS --
TERMS TO EXPIRE IN 2000

<TABLE>
<CAPTION>
YEAR
FIRST ELECTED PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
DIRECTOR AGE AS A DIRECTOR DURING THE PAST FIVE YEARS AND OTHER INFORMATION
- - -------------------- ----- --------------- -------------------------------------------------------------------
<S> <C> <C> <C>
Herbert M. Baum 61 1994 Chairman and Chief Executive Officer, Quaker State Corporation
(producer of motor oil and lubricants and marketer of products
and services in the automotive aftermarket), July 1995 to present;
President, Chairman and Chief Executive Officer, Quaker State
Corporation, 1993 to June 1995. Mr. Baum is a director of Quaker
State Corporation; Whitman Corporation; Midas, Inc.; Dial
Corporation; and Fleming Cos., Inc.

Frederick B. Henry 52 1969 President, The Bohen Foundation (private charitable foundation),
1985 to present.

William T. Kerr 57 1994 Chairman and Chief Executive Officer, Meredith Corporation,
January 1998 to present; President and Chief Executive Officer,
Meredith Corporation, January 1997 to December 1997; President
and Chief Operating Officer, Meredith Corporation, July 1994 to
December 1996; President-Magazine Group and Executive Vice
President, Meredith Corporation, 1991 to 1994. Mr. Kerr is a
director of Principal Mutual Life Insurance Company, Storage
Technology Corporation and Maytag Corporation.

Nicholas L. Reding 63 1992 Vice Chairman, Monsanto Company (diversified company in
pharmaceuticals, food products and agricultural chemicals), 1992
to present. Mr. Reding is a director of Monsanto Company,
International Multifoods Corporation and CPI Corporation.
</TABLE>

<PAGE>

BOARD COMMITTEES

There are five standing committees of the Board of Directors:

AUDIT COMMITTEE. The members of this committee are Messrs. Levitt
(Chairman), Baum and Marineau and Drs. Charlton and Coleman. The committee is
composed entirely of non-employee directors. The committee reviews with the
Company's outside auditors the scope and results of the annual audit, determines
the responsibilities and scope of the Company's internal audit department and
carries on such other activities as required to give additional assurances
regarding financial information used by the Board and distributed to outsiders.

COMPENSATION/NOMINATING COMMITTEE. The members of this committee are
Messrs. Lee (Chairman), Henry, Levitt and Reding. The committee is composed
entirely of non-employee directors. The committee reviews and approves changes
in corporate officers' salaries and salary administration plans and programs,
approves, prior to adoption, any management incentive, bonus or stock plans or
agreements and administers such plans as required. The committee nominates
directors to serve on the Board. The committee will consider stockholder
recommendations for directors sent to the Compensation/Nominating Committee, c/o
Leo R. Armatis, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa
50309-3023.

EXECUTIVE COMMITTEE. The members of this committee are Messrs. Meredith
(Chairman), Kerr, Lee, Levitt and Rehm. The committee has, during intervals
between meetings of the Board, all the authority of the Board in management of
the business except for the authority to declare dividends, fix compensation of
any members of the committee, amend or repeal certain resolutions of the Board,
or make fundamental changes in the corporate structure of the Company.

FINANCE COMMITTEE. The members of this committee are Messrs. Reding
(Chairman), Baum, Johnson, Lee and Rehm. The committee advises the Board with
respect to corporate financial policies and procedures, dividend policy,
specific corporate financing plans and annual operating and capital budgets. It
also provides financial advice and counsel to management, appoints depositories
of corporate funds and specifies conditions of deposit and withdrawal,
supervises corporate investment portfolios and reviews capital expenditure
requests by management within the limits established by the Board.

PENSION COMMITTEE. The members of this committee are Messrs. Henry
(Chairman), Johnson and Marineau and Drs. Charlton and Coleman. The committee
reviews pension plans and amendments to ascertain that they are being
administered in accordance with their terms and are providing authorized
benefits. It also reviews levels and types of benefits and recommends changes.
The committee recommends to the Board investment objectives for pension funds,
reviews the performance of the funds and recommends to the Board such committees
it deems desirable for the administration of the pension plans.

During fiscal year 1997-98, the full Board met six times, the
Compensation/Nominating Committee met five times, the Audit and Finance
Committees each met four times, and the Pension and Executive Committees each
met three times. All directors attended more than 75% of all meetings of the
full Board and the respective committees on which they served during fiscal year
1997-98.

Non-employee directors receive a $35,000 annual retainer with an additional
$3,000 annual retainer for committee chairpersons. Under the 1990 Restricted
Stock Plan for Non-Employee Directors, as amended (the "1990 Plan"),
non-employee directors have the opportunity to receive either all or 50% of the
annual retainer (including the chairperson retainer) in either restricted stock
or stock equivalents equal to 105% of the amount of the annual retainer
converted. Each new non-employee director receives 1,200 shares of restricted
stock upon election to the Board. The restricted stock vests on the fifth
anniversary of the date of the grant. Stock equivalents are converted to shares
of Company common stock and delivered to the director upon the director's
retirement from the Board. During fiscal year 1997-98, all non-employee
directors, with three exceptions, elected to receive all or 50% of their
retainer in restricted stock or stock equivalents.

The 1993 Stock Option Plan for Non-Employee Directors, as amended (the
"1993 Plan"), is a further encouragement of directors' ownership of the
Company's stock. Each non-employee director receives an option to purchase 6,000
shares of Company common stock on the day following the Annual Meeting of
Stockholders at an exercise price equal to the average of the high and low
market prices on

<PAGE>

the date of the grant. The options are exercisable one-third per year over a
three-year period beginning on the first anniversary of the grant date. The
options expire on the tenth anniversary of the grant date.

Employee directors receive no compensation for Board service. Pursuant to a
consulting agreement, Jack D. Rehm, former Chairman of the Board and a current
director, receives not less than $150,000 per year through December 31, 2000.
During the 1997-98 fiscal year, Mr. Rehm received $158,334 as a consultant.

REPORT OF THE COMPENSATION/NOMINATING
COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation/Nominating Committee reviews, considers and approves
changes in the compensation of the Company's officers. The Committee administers
various stock and other compensation-related plans provided for the benefit of
the Company's officers, directors, and other key managers, with the purpose of
encouraging the participants to achieve the Company's performance goals and to
align the interests of the participants with the interests of the Company's
stockholders. The Compensation/Nominating Committee is composed entirely of
independent outside directors. There are no Compensation Committee interlocks
and there is no insider participation on the Committee. The Committee has
provided the following report on executive compensation for inclusion in this
Proxy Statement:

COMPENSATION PHILOSOPHY

The Company's executive compensation philosophy has the following
objectives:

(1) To provide compensation opportunities competitive with those available
at comparable firms in the specific industries in which the Company conducts its
businesses and the national marketplace;

(2) To provide the opportunity to earn beyond competitive levels if
superior operating performance and stockholder returns are achieved;

(3) To design incentives that balance the need to meet or exceed annual
operating plans with the need for long-term business growth and to provide
superior stockholder returns;

(4) To provide clear, controllable and measurable objectives for the
executives to meet; and

(5) To attract, retain and motivate top caliber executives in each market
segment in which the Company competes.

Pay for performance, which is directly linked to both short-term and
long-term compensation, is the foundation of the compensation program for the
Company's CEO and other executive officers.

Section 162(m) of the Internal Revenue Code limits the deductibility of
certain items of compensation paid to the CEO and to each of the named executive
officers to $1,000,000 annually. The Committee believes that it is in the best
interests of the Company to receive maximum tax deductibility for compensation
paid to the CEO and the other executive officers under Section 162(m). The
Committee has adopted or approved appropriate changes to the Company's long-term
and short-term incentive programs to provide for the deductibility of
compensation received under the plans, but reserves the right to provide for
compensation to the CEO and other executive officers, that may not be
deductible, if in the best interests of the Company and the stockholders.

CEO AND EXECUTIVE OFFICER COMPENSATION PROGRAM ELEMENTS

Periodic media and general industry competitive market reviews of executive
compensation are conducted with the assistance of outside compensation
consultants. The Company's compensation program strives to be competitive in
relation to the market data available. The Committee strives to establish CEO
and other executive officer base salaries within the mid-range of the market
survey data. Short-term and long-term incentive targets are set in the same
manner. Superior performance may result in compensation beyond the mid-range.

BASE SALARY. Salaries for the CEO and executive officer group are based on
the marketplace value of each job and on individual contributions and
performance. The performance of the CEO and each executive officer is reviewed
annually by the Committee. Salary increases are based primarily on the annual
merit reviews. The rates of increase are tied to both individual performance and
general executive compensation trends.

<PAGE>

Mr. Kerr's annual base salary, pursuant to his employment contract, was
$575,000 for the 1997-98 fiscal year. Mr. Kerr's salary is within the mid-range
of salaries for comparable positions as reported in the competitive markets
surveyed.

SHORT-TERM INCENTIVE PROGRAM. The Company's Management Incentive Plan
provides the CEO and other executive officers with an annual incentive to attain
established financial and overall performance targets. For the 1997-98 fiscal
year, at least 85% of the incentive awards to the CEO and all other executive
officers was based on specific financial targets relating to earnings and cash
flow, with the balance relating to predetermined qualitative organizational
objectives.

The goals for each participant are reviewed and revised annually in
connection with the approval of the budget for the upcoming fiscal year. For the
1997-98 fiscal year, the incentive payments for goal achievement for the CEO
were set at 50% of base salary for achieving target and up to 125% of base
salary for achieving performance above target. The incentive payments for the
other executive officers were 40% for achieving target and up to 100% for
achieving performance above target. At each quarterly meeting of the Committee,
the progress of the CEO and the other executive officers toward meeting the
quantitative goals established for the fiscal year was reviewed.

For the 1997-98 fiscal year, the Company exceeded the target financial
performance goals established by the Committee at the beginning of the year for
Mr. Kerr to receive his incentive award. Mr. Kerr received an incentive award of
$718,750. The award was determined primarily by the fact that the Company
significantly exceeded budgeted earnings and cash flow. Other factors considered
by the Committee in determining the award were the further strengthening of the
Company's core businesses, the continued strong performance of the Company's
return on equity and growth in earnings per share. In addition, the Committee
recognized the 62% improvement in the price of the Company's common stock during
the fiscal year.

For the 1997-98 fiscal year, the other executive officers named in this
Proxy Statement received incentive awards totaling $1,070,000. For the corporate
officers (other than operating group presidents), the awards were based on the
Company surpassing financial targets for earnings and cash flow and in
recognition of the achievement of qualitative goals. For the operating group
presidents, the awards were based on the relevant groups surpassing their
respective financial targets for earnings and cash flow, the Company surpassing
financial targets for earnings, and in recognition of the achievement of
qualitative goals.

LONG-TERM INCENTIVE PROGRAM. In the 1997-98 fiscal year, the Committee
utilized the grant of nonqualified stock options, under the 1996 Stock Incentive
Plan (the "1996 Plan"), to the executive officers in the implementation of its
long-term incentive program.

The nonqualified stock options awarded by the Committee under the 1996 Plan
during the 1997-98 fiscal year as part of the long-term incentive program are
exercisable one-third per year over the three-year period commencing on the
first anniversary of the grant date. The options granted will expire on the
tenth anniversary of the date of grant. All options granted become exercisable
in the event of the grantee's termination of employment due to death, disability
or retirement. Unless the grantee's employment with the Company is terminated
for reasons other than death, disability or retirement, the grantee may exercise
all exercisable stock options until the date of expiration. All options granted
during fiscal year 1997-98 carry an exercise price at the fair market value on
the date of grant.

Other than the stock options described in the next paragraph, no stock
options were granted to Mr. Kerr in fiscal year 1997-98. The other named
executive officers were granted an aggregate total of 121,800 nonqualified stock
options at an exercise price of $29.875 per share in addition to the grants
described in the next paragraph. Upon his election to President of the
Broadcasting Group in November 1997, Mr. John P. Loughlin was granted an
additional 18,400 stock options at $35.03 per share. These grants were in
furtherance of the Committee's desire to encourage the executive officers to
focus on long-term performance and stockholder value under the long-term
incentive plan.

EARNINGS PER SHARE ("EPS") PROGRAM. During fiscal year 1997-98, the
Committee adopted a program using nonqualified stock options under the 1996 Plan
to provide an incentive to the executive officers and other key employees to
achieve an annualized EPS growth rate of 15% from the 1996-97 fiscal year to the
1999-2000 fiscal year and to maintain at least an average return on equity of
15% over the three fiscal years ending June 30, 2000. On August 12, 1997, Mr.
Kerr was granted 85,000

<PAGE>

nonqualified stock options at an exercise price of $29.875 per share and the
other named executive officers were granted an aggregate total of 64,000
nonqualified stock options at $29.875 per share under the EPS program. In
November of 1997, Mr. Loughlin was granted an additional 8,000 options at $35.03
per share under the EPS program. The options will become exercisable in February
2007. The vesting of the options will accelerate to August 12, 2000, for a
graduated number of options beginning with the achievement of at least an
annualized EPS growth of 13% up to 100% of the number granted if the annualized
EPS growth equals or exceeds 15%.

THE MEREDITH EXECUTIVE STOCK OWNERSHIP PROGRAM. A stock ownership program
has been designed by the Committee utilizing the 1996 Plan. The purpose of the
program is to encourage increased Company stock holdings by executives. Target
levels of individual stock holdings were established for the participants in the
program at one and one-half to six times base pay. Each participant is awarded
restricted stock equal to 20% of his or her personal acquisitions of Company
stock up to the established target since the last day of the prior year. The
incremental stock holdings must be maintained for a specified period of time in
order for the restrictions to lapse. The Committee believes this program will
provide further incentives to the participants to focus on long-term Company
performance and stockholder value. Mr. Kerr received 9,600 shares of restricted
stock and the other named executive officers received an aggregate total of
3,920 shares of restricted stock under this program during fiscal year 1997-98.

OTHER COMPENSATION

The CEO and other executive officers are eligible to participate in the
Company benefit plans described elsewhere in this Proxy Statement under the
terms of those plans and without consideration of achievement of performance
standards.

PEER GROUP SELECTION AND COMPARATIVE ANALYSIS

The Company does not believe that the published indices accurately reflect
the mix of businesses in which the Company competes. Therefore, the Company has,
in good faith, selected a Peer Group of 12 media and television broadcast
companies for the purpose of preparing the stockholder performance graph
contained elsewhere in this Proxy Statement. Recognizing that there are no other
companies that have the exact same combination of businesses as the Company, the
companies selected for the Peer Group have multimedia businesses primarily with
publishing and/or television broadcasting in common with the Company.

Many of the companies selected for the Peer Group are larger and/or engaged
in businesses other than the Company's core businesses. Consequently, for the
purposes of compensation comparisons, the Company and the Committee have chosen
to use broader media and general industry survey information that includes
information on members of the Peer Group. The Committee has attempted to
maintain the compensation for the CEO and other executive officers at a level
close to the mid-range of the surveyed groups.

CONCLUSION

The Committee believes that the Company's executive compensation programs
effectively tie executive pay to the performance of the Company and to
stockholder value.

Mr. Robert E. Lee, Chairman
Mr. Frederick B. Henry
Mr. Richard S. Levitt
Mr. Nicholas L. Reding

<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

The following table provides a summary of compensation paid to Mr. Kerr and
the other four most highly compensated executive officers of the Company for
services rendered to the Company during each of the last three fiscal years.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------ --------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING
FISCAL AWARDS OPTION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1)(2) AWARDS(3) COMPENSATION(4)
- - --------------------------- -------- ----------- ----------- ------------ ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William T. Kerr 1998 $575,000 $718,750 $334,113 85,000 $18,095
Chairman and CEO 1997 530,000 687,500 85,752 700,000 17,836
1996 480,000 540,000 78,250 105,000 17,064

Christopher M. Little 1998 $400,000 $400,000 0 94,600 $19,649
President -- Publishing Group 1997 376,000 376,000 $ 60,026 154,600 18,400
1996 356,000 325,000 15,650 54,600 18,700

John P. Loughlin (5) 1998 $310,852 $246,000 0 60,000 $ 7,635
President -- Broadcasting Group

Larry D. Hartsook (6) 1998 $222,000 $210,000 $ 50,505 23,400 $17,402
Vice President -- Operations 1997 212,000 205,000 30,013 23,400 16,632
1996 193,500 190,000 3,913 21,000 16,472

Leo R. Armatis 1998 $214,000 $214,000 $ 74,788 34,200 $16,189
Vice President -- 1997 203,000 200,000 18,865 22,200 15,482
Corporate Relations 1996 192,000 188,000 0 21,000 14,981
</TABLE>

- - ------------------
(1) Accumulated Restricted Stock

<TABLE>
<CAPTION>
AGGREGATE
SHARES YEAR-END VALUE ($)
-------- -------------------
<S> <C> <C>
William T. Kerr 44,000 2,065,250
Christopher M. Little 14,400 675,900
John P. Loughlin 20,800 976,300
Larry D. Hartsook 12,880 604,555
Leo R. Armatis 12,800 600,800
</TABLE>

Dividends are paid on reported restricted stock.

(2) Restricted stock awards vest five years after date of grant, except for
those of Mr. Kerr, who has shares vesting at five, eight and ten years. The
vesting of certain shares of restricted stock also is conditioned upon the
continued holding of a corresponding number of shares of common stock.

(3) During fiscal year 1997-98, the named executive officers were granted an
aggregate of 157,000 nonqualified stock options exercisable in February
2007, but with an acceleration in vesting to August 2000, for a graduated
number of options beginning with the achievement of at least an annualized
earnings per share (EPS) growth of 13% up to all of the options granted if
the annualized EPS growth equals or exceeds 15%, and so long as the return
on equity averages at least 15% over the three-year period ending June 30,
2000.

(4) This column discloses: (a) matching contributions made by the Company equal
to 75% (calendar 1997) and 80% (calendar 1998) of the first 5% of the
employee's contributions to the Meredith Savings and Investment Plan, a
defined contribution plan available generally to the employees of the
Company. The Company made matching contributions to the plan of $6,400 for
Mr. Kerr; $6,400 for Mr. Little; $6,953 for Mr. Loughlin; $5,440 for Mr.
Hartsook; and $6,389 for Mr. Armatis; (b) life insurance premiums paid by
the Company on policies that are owned by the employees under split dollar
insurance arrangements as follows: Mr. Kerr, $11,300; Mr. Little, $12,400;
Mr. Hartsook, $10,660; and $9,800 for Mr. Armatis; (c) the value of term
life insurance provided for the benefit of each executive officer and (d)
the amount representing above allowable interest rates paid on deferred
compensation, which were $1,302 for Mr. Hartsook and $849 for Mr. Little in
1998.

(5) Mr. Loughlin became an executive officer on October 15, 1997.

(6) Mr. Hartsook was the Vice President-Finance prior to February 3, 1998.

OPTION GRANTS TABLE

The following table sets forth certain information with respect to options
to purchase shares of the Company's common stock awarded during the 1997-98
fiscal year to the named executive officers. All options granted were
nonqualified options. The option exercise price is equal to the fair market
value of the Company's common stock on the date of the grant. All options become
exercisable in installments of one-third on the first three anniversaries of the
date of grant, except for all of Mr. Kerr's (85,000),

10
<PAGE>

12,000 of Mr. Armatis', 40,000 of Mr. Little's, and 20,000 of Mr. Loughlin's
which vest in nine and one-half years with accelerated vesting in three years
for a graduated number beginning with the achievement of at least an annualized
earnings per share ("EPS") growth of 13% up to all of the options granted if the
annualized EPS growth equals or exceeds 15%, and so long as the return on equity
averages at least 15% over the three-year period.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM(3)
- - --------------------------------------------------------------------------------------------- ---------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED TO EXERCISE
UNDERLYING EMPLOYEES IN OR BASE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR(1) PRICE ($) DATE(2) 5% ($) 10% ($)
- - ---- ----------------- -------------------- ----------- ------------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William T. Kerr 85,000 8.76% 29.8750 August 12, 2007 1,596,999 4,047,110

Christopher M. Little 54,600 5.62% 29.8750 August 12, 2007 1,025,837 2,599,673
Christopher M. Little 40,000 4.12% 29.8750 August 12, 2007 751,529 1,904,522

John P. Loughlin 12,000 1.24% 29.8750 August 12, 2007 225,459 571,357
John P. Loughlin 21,600 2.23% 29.8750 August 12, 2007 405,826 1,028,442
John P. Loughlin 18,400 1.90% 35.0313 November 9, 2007 405,370 1,027,288
John P. Loughlin 8,000 0.82% 35.0313 August 12, 2007 176,248 446,647

Larry D. Hartsook 23,400 2.41% 29.8750 August 12, 2007 439,645 1,114,146

Leo R. Armatis 22,200 2.29% 29.8750 August 12, 2007 417,099 1,057,010
Leo R. Armatis 12,000 1.24% 29.8750 August 12, 2007 225,459 571,357

All Stockholders (4) -- -- -- -- 1,000,567,178 2,535,633,678

</TABLE>

- - ------------------
(1) Total options granted to employees during the fiscal year were 970,700.

(2) Options are fully exercisable after death or termination of employment due
to disability or retirement through the expiration date.

(3) As required by the rules of the Securities and Exchange Commission, the
dollar amounts under these columns represent the hypothetical gain or
"option spread" that would exist for the options based on assumed 5% and
10% annual compounded rates of stock price appreciation over the full
option term. The prescribed rates are not intended to forecast possible
future appreciation.

(4) All stockholders are shown for comparison purposes only. The realizable
value to all stockholders is the aggregate net gain, assuming a starting
market price of $29.8750 (the fair market value on August 13, 1997), and
appreciation at assumed annual rates of 5% and 10% for a ten-year period.

OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table sets forth as to each named executive officer
information with respect to the status of all options granted as of June 30,
1998.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($)(2)
SHARES ACQUIRED ------------------------------ -----------------------------
NAME ON EXERCISE VALUE REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ---------------- ---------------------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
William T. Kerr 8,000 210,870 447,368 820,000 15,924,752 17,642,748
Christopher M. Little 0 0 269,256 249,200 9,309,035 5,795,175
John P. Loughlin 0 0 54,000 99,600 1,808,924 1,967,625
Larry D. Hartsook 153,720 3,235,119 0 46,000 0 1,025,925
Leo R. Armatis 22,000 768,789 106,636 56,000 3,674,886 1,188,900

</TABLE>

- - ------------------
(1) Calculated based on the difference between the exercise price and the fair
market value on the date of exercise.

(2) Calculated based on the fair market value of the Company's common stock on
June 30, 1998 ($46.9375).

<PAGE>

COMPARISON OF STOCKHOLDER RETURN

The following graph compares the performance of the Company's common stock
during the period July 1, 1993, to June 30, 1998, with the S&P 500 Index and a
Peer Group of 12 companies engaged in multimedia businesses primarily with
publishing and/or television broadcasting in common with the Company.

The S&P 500 Index includes 500 U.S. companies in the industrial,
transportation, utilities and financial sectors and is weighted by market
capitalization. The Peer Group selected by the Company for comparison, which is
also weighted by market capitalization, is comprised of the following: A.H.
Belo Corporation; Gannett Company, Inc.; Lee Enterprises, Inc.; McGraw-Hill,
Inc.; Media General, Inc.; New York Times Company; Reader's Digest Association,
Inc.; E. W. Scripps Company; Time Warner, Inc.; Times Mirror Company; Tribune
Company and Washington Post Company.

The graph depicts the results of investing $100 in the Company's common
stock, the S&P 500 Index and the Peer Group at closing prices on June 30, 1993.
It assumes that dividends were reinvested.

[PLOT POINTS GRAPH]

<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Meredith ............ $100 $120 $146 $243 $341 $555
S&P 500 ............. $100 $101 $128 $161 $217 $282
Peer Group .......... $100 $101 $117 $139 $176 $267
</TABLE>

<PAGE>

RETIREMENT PROGRAMS AND EMPLOYMENT AGREEMENTS

The Company maintains separate qualified defined benefit plans for its
union and nonunion employees, as well as two nonqualified supplemental pension
plans covering certain nonunion employees. Defined benefit plans and the
supplemental pension plans are actuarial plans and the amount of the
contribution with respect to a specific person cannot readily be separately
calculated by the regular actuaries for the plans. The Company makes annual
contributions to the qualified plans to the extent permitted by the funding
rules of the Internal Revenue Service.

As of January 1, 1998, the latest date for which information is available,
256 employees participated in the bargaining unit defined benefit plan and 2,103
nonunion employees participated in the nonunion defined benefit plans. Assuming
retirement at age 65, estimated annual retirement benefits under the nonunion
qualified plan as in effect for the 1998 plan year would be as follows:

PENSION TABLE

FINAL YEARS OF SERVICE*
AVERAGE -------------------------------------------------
COMPENSATION 10 15 20 25
-------------- ---------- ---------- ---------- ----------
$ 100,000 $ 15,169 $ 22,753 $ 30,338 $ 37,922
150,000 25,169 37,753 50,338 62,922
200,000 35,169 52,753 70,338 87,922
300,000 55,169 82,753 110,338 137,922
400,000 75,169 112,753 150,338 187,922
500,000 95,169 142,753 190,338 237,922
600,000 115,169 172,753 230,338 287,922

- - ------------------
*Service prior to September 1, 1989, may cause these amounts to be increased due
to the conversion of the defined benefit plan (including the participant
contributions, if any) to the cash balance formula. Service credit is capped at
25 years, so there are no incremental retirement benefits under the qualified
plan for years after 25 years of service.

As of January 1, 1998, the credited years of service for individuals
listed in the compensation table above are as follows: Mr. William T. Kerr,
Chairman and Chief Executive Officer -- 6 years; Mr. Christopher M. Little,
President-Publishing Group -- 5 years; Mr. John P. Loughlin, President-
Broadcasting Group -- 4 years; Mr. Larry D. Hartsook, Vice President-Operations
- - -- 28 years and Mr. Leo R. Armatis, Vice President-Corporate Relations -- 17
years. For 1997, covered compensation for purposes of the supplemental pension
plans including bonuses was $1,250,000 for Mr. William T. Kerr, Chairman and
Chief Executive Officer; $764,000 for Mr. Christopher M. Little, President-
Publishing Group; $456,233 for Mr. John P. Loughlin, President-Broadcasting
Group; $422,000 for Mr. Larry D. Hartsook, Vice President-Operations and
$408,500 for Mr. Leo R. Armatis, Vice President-Corporate Relations.

The Company entered into an agreement effective January 1, 1997, with Mr.
Kerr that provides for his employment through December 31, 2001, subject to
automatic renewal for subsequent one-year terms. Mr. Kerr receives a minimum
annual salary of $550,000 and an incentive bonus determined under the terms of
the Company's Management Incentive Plan. The agreement also provided for the
grant of nonqualified stock options, information on which is presented elsewhere
in this Proxy Statement. In the event Mr. Kerr becomes permanently disabled, his
annual base salary will continue to be paid at periodically reduced rates
through the period that would have constituted his term of employment, but not
beyond April 30, 2006. In addition to participating in the Meredith Employees'
Retirement Income Plan, the Meredith Savings and Investment Plan and the
Company's supplemental retirement plans, the Company has established a Minimum
Supplemental Retirement Benefit Program ("MSRBP") for the benefit of Mr. Kerr.
The MSRBP provides for a minimum retirement benefit equal to the benefits Mr.
Kerr would have received under the retirement plans of a previous employer
offset by benefits accrued under the Company's pension plans. The MSRBP also
provides for a death benefit related to the value of the accrued benefit under
the MSRBP.

Mr. Kerr and the other executive officers of the Company have all entered
into Severance Agreements with the Company. These agreements provide for the
payment to the executive of an amount equal to three times the average annual
base salary and incentive compensation paid to the executive during the three
fiscal years immediately prior to a change in control of the Company as

<PAGE>

defined in detail in the agreements. All agreements with the executive officers
with respect to grants of nonqualified stock options under the 1996 Plan provide
for the vesting of the options in the event of a change of control in accordance
with the terms of the 1996 Plan.

STOCKHOLDERS' PROPOSALS

Stockholders wishing to include proposals in the Company's Proxy Statement
and form of proxy for the 1999 Annual Meeting of Stockholders must submit the
proposals so that they are received by the Company no later than May 28, 1999.
The proposals should be addressed to Secretary, Meredith Corporation, 1716
Locust Street, Des Moines, Iowa 50309-3023.

Pursuant to the Company's Bylaws, stockholders wishing to bring a proposal
before the 1999 Annual Meeting of Stockholders (but not include the proposal in
the Company's Proxy Statement) must deliver written notice of such proposal in
accordance with the requirements of the Bylaws to the Secretary of the Company
at the address specified above no later than August 11, 1999.

INDEPENDENT PUBLIC ACCOUNTANTS

Upon recommendations of its Audit Committee, the Board of Directors of the
Company selected KPMG Peat Marwick LLP as independent public accountants of the
Company and its subsidiaries for the fiscal year ending June 30, 1998. KPMG Peat
Marwick LLP examined the financial statements of the Company and its
subsidiaries for the most recently completed fiscal year. Representatives of
that firm are expected to be present at the Annual Meeting with an opportunity
to make a statement if they so desire and will be available to respond to
appropriate questions presented at the meeting by stockholders.

FURTHER BUSINESS

Except as hereinbefore stated, the management knows of no further business
intended to be presented at the meeting, but, if any further business properly
comes before the meeting, the persons named in the enclosed form of proxy will
vote all proxies in accordance with their best judgment using the discretionary
authority granted in the proxies.

THOMAS L. SLAUGHTER
VICE PRESIDENT-GENERAL COUNSEL
AND SECRETARY

Des Moines, Iowa
September 25, 1998

14
<PAGE>

DETACH CARD BELOW, SIGN, DATE AND MAIL IN POSTAGE-PAID ENVELOPE PROVIDED.

[COMPANY LOGO]

- - --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY, SIGN, DATE & MAIL YOUR PROXY CARD TODAY.
- - --------------------------------------------------------------------------------

DETACH HERE DETACH HERE

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
<TABLE>
<CAPTION>

<S> <C> <C>
1. Election of four Class III 2. Election of one Class I 3. In its discretion, upon
Directors for terms expiring Director for a term expiring such other matters as may
in 2001, as provided in the in 1999, as provided for in properly come before the
bylaws of the Company: the bylaws of the Company: meeting.
Nominees: MARY SUE COLEMAN, Nominee: PHILIP A. MARINEAU
JOEL W. JOHNSON, RICHARD S.
LEVITT, AND E. T. MEREDITH III

</TABLE>

FOR WITHHELD FOR WITHHELD
[ ] [ ] [ ] [ ]

[ ] ______________________________________
For all nominees except as noted above MARK HERE FOR ADDRESS CHANGE
AND NOTE AT LEFT [ ]

PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized official. If a
partnership, please sign in partnership
name by an authorized person.

Signature _______________ Date ________ Signature _______________ Date _________

<PAGE>

DETACH HERE

MEREDITH CORPORATION - PROXY - COMMON STOCK

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MEREDITH
CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 9,
1998

FREDERICK B. HENRY, E. T. MEREDITH III AND WILLIAM T. KERR, and each of them are
hereby appointed proxies of the stockholder(s) signing this card on the reverse
side, with power of substitution acting by a majority of proxies present and
voting, or if only one proxy is present and voting, then acting by that one, to
vote the shares of Meredith Corporation common stock which said stockholder(s)
is (are) entitled to vote, at the ANNUAL MEETING OF STOCKHOLDERS to be held at
the company's principal executive offices, 1716 Locust Street, Des Moines, Iowa
50309-3023, on Monday, November 9, 1998, at 10:00 A.M., local time, and at any
adjournment thereof, with all the powers the signing stockholders would possess
if present. The Directors recommend a vote FOR such matters. The proxies are
instructed to vote as follows:

The shares represented by this proxy will be voted in the manner directed herein
by the undersigned stockholder(s). If no direction is made, this proxy will be
voted FOR all proposals shown on the reverse side of this card and as set forth
in the Notice of Annual Meeting dated September 25, 1998. The undersigned
acknowledges receipt of the Notice of Annual Meeting of Stockholders and the
related Proxy Statement.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

<PAGE>

DETACH CARD BELOW, SIGN, DATE AND MAIL IN POSTAGE-PAID ENVELOPE PROVIDED.

[COMPANY LOGO]

DETACH HERE DETACH HERE

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
<TABLE>
<CAPTION>

</TABLE>

FOR WITHHELD FOR WITHHELD
[ ] [ ] [ ] [ ]

[ ] ______________________________________
For all nominees except as noted above MARK HERE FOR ADDRESS CHANGE
AND NOTE AT LEFT [ ]

Signature _______________ Date ________ Signature _______________ Date _________

<PAGE>

DETACH HERE

MEREDITH CORPORATION - PROXY - CLASS B COMMON STOCK

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MEREDITH
CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 9,
1998

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE