UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 1, 1999
Meredith Corporation
(Exact name of registrant as specified in its charter)
Iowa 1-5128 42-0410230
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1716 Locust Street, Des Moines, Iowa 50309-3023
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 515 - 284-3000
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<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
(1) Audited financial statements as of December 27, 1998 and for the year
ended December 27, 1998.
WGNX-TV
(A Division of Tribune Company)
Balance Sheet
December 27, 1998
Assets
(in thousands)
Current assets:
Cash $ 281
Trade accounts receivable, net of allowance for
doubtful accounts of $455 7,171
Accounts receivable - other 488
Income taxes receivable 223
Current portion of deferred film rental costs 2,061
Prepaid expenses and other current assets 149
-------
Total current assets 10,373
-------
Property, plant and equipment:
Buildings and leasehold improvements 823
Machinery, equipment and furnishings 12,350
Construction in progress 766
-------
13,939
Less accumulated depreciation and amortization 9,600
-------
Net property, plant and equipment 4,339
-------
Goodwill and other intangibles at cost less accumulated
amortization of $5,292 8,862
Deferred film rental costs, excluding current portion 131
Other long-term assets 55
-------
$23,760
=======
See accompanying notes to financial statements.
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December 27, 1998
Liabilities and Divisional Deficit
(in thousands)
Current liabilities:
Accounts payable $ 1,284
Accrued compensation 424
Accrued pension liability (note 5) 446
Accrued expenses 450
Film contracts payable (note 2) 2,934
Deferred revenue 674
Due to related parties, net (note 3) 84,165
Other current liabilities 63
-------
Total current liabilities 90,440
Film contracts payable, excluding current portion (note 2) 257
Deferred income tax liabilities 840
Other liabilities 9
-------
Total liabilities 91,546
Divisional deficit (67,786)
Commitments and contingencies (note 6)
-------
$23,760
=======
See accompanying notes to financial statements.
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WGNX-TV
(A Division of Tribune Company
Statement of Operations and Divisional Deficit
Year ended December 27, 1998
(in thousands) 1998
--------
Sale of time and related broadcast services less
agency commissions of $5,734 $ 34,675
Expenses(note 3):
Broadcast 3,750
Production and Programming 1,080
News 4,604
Engineering 1,107
Sales 3,174
Promotions 1,886
General and administrative 2,510
Management fees (note 3) 1,020
--------
Total expenses 19,131
Operating profit before depreciation and
amortization and write-down of deferred
film rental costs 15,544
Write-down of deferred film rental costs (note 4) 2,044
Depreciation and amortization 1,479
--------
Operating profit 12,021
Other expense:
Intercompany interest expense, net (note 3) 8,901
--------
Income before income taxes 3,120
Income taxes (note 3) 825
--------
Net income 2,295
Divisional deficit at beginning of year (70,081)
--------
Divisional deficit at end of year $(67,786)
========
See accompanying notes to financial statements.
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WGNX-TV
(A Division of Tribune Company)
Statement of Cash Flows
Year ended December 27, 1998
(in thousands) 1998
--------
Cash flows from operating activities:
Net income $ 2,295
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,479
Amortization of film costs 3,208
Write-down of deferred film rental costs 2,044
Gain on sale of fixed assets (1)
Increase in trade and other accounts receivable 1,261
Decrease in prepaid expenses and other assets 100
Increase in accounts payable and accrued expenses (89)
-------
Total adjustments 8,002
-------
Net cash provided by operating activities 10,297
-------
Cash flows from investing activities:
Capital expenditures (2,051)
Proceeds from sale of property, plant and equipment 2
-------
Net cash used in investing activities (2,049)
Cash flows from financing activities:
Payments for film contracts payable (3,628)
Decrease due to related parties, net (4,685)
-------
Net cash used by financing activities (8,313)
-------
Net decrease in cash (65)
Cash at beginning of year 345
-------
Cash at end of year $ 280
=======
See accompanying notes to financial statements.
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WGNX-TV
(A Division of Tribune Company)
Notes to Financial Statements
December 27, 1998
Note 1. Summary of Significant Accounting Policies and Related Matters
Basis of Presentation and Operations
- ------------------------------------
WGNX-TV (the Station) is a division of Tribune Company (the Parent). The
Station is engaged in the broadcasting industry through the operation of its
Central Broadcasting Station (CBS) affiliated television station in Atlanta,
Georgia. The Station's primary source of revenue is from the sale of
advertising time.
The Parent's and the Station's year end is the last Sunday of the calendar
year. For 1998, the last Sunday of the calendar year was December 27.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management of the Station to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reported period. Actual results could differ from those estimates.
Property, Plant, and Equipment
- ------------------------------
Property, plant, and equipment are stated at cost. Depreciation is provided
over the estimated useful lives of the respective assets, which range from 1 to
20 years.
Deferred Film Rental Costs
- --------------------------
Deferred film rental costs reflect the value of all programs available for
showing and are stated at the lower of amortized cost or estimated net
realizable value. These costs are charged to operations primarily on the
straight-line method over the lives of the contracts, or on an expense as
broadcast method. The costs of film rental contracts which will be amortized
to operations during the next fiscal year have been classified as current
assets.
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Goodwill
- --------
The excess of total consideration over the amounts assigned to identifiable
tangible and intangible assets in conjunction with the acquisition of the
Station by the Parent, which has been accounted for by the purchase method,
is recorded as goodwill and is being amortized on a straight-line basis over
a 40-year period.
Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts reported on the balance sheet for all financial
instruments approximate their respective fair values.
Income Taxes
- ------------
The station is included in the tax return of the Parent. Income taxes are
allocated to the Station on a separate return basis, and are accounted for
under the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect of a change in tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment date.
Divisional Deficit
- ------------------
Divisional deficit is composed of accumulated results of operations of the
Station and contributions from and distributions to the Parent. There is no
interest charged or credited between the Station and the Parent on the
divisional deficit balances.
Note 2. Film Contracts Payable
Film contracts payable consists of payment obligations related to deferred film
rental costs. Included in film contracts payable is $553,378 as of December
27, 1998, related to barter arrangements on film contracts. A corresponding
amount is included in deferred film rental costs. No cash payments are
required for these items as they are amortized uniformly over the contract
period. The aggregate maturities of film contracts payable are as follows:
(in thousands)
1999 $2,487
2000 151
------
$2,638
======
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Note 3. Related Party Transactions
At December 27, 1998 the Station had a net payable position to the Parent. The
payable position consists of amounts due for normal station operating items
such as salaries and benefits, and the purchase of film contracts, and capital
equipment. Also included in the net payable position is an intercompany loan
of approximately $27,000,000 recorded by the Parent upon acquisition of the
Station. Amounts due under the payable to the Parent and the intercompany loan
accrue interest at 8 percent, and have no specific repayment terms. For the
year ended December 27, 1998, the station incurred interest expense of
$8,900,962 on these related party payables.
For the year ended December 27, 1998, the Station was charged a management fee
of $1,020,000 by the Parent for various administrative services performed by
the Parent.
Income taxes allocated to the Station by the Parent included current and
deferred tax expense (benefit) of $1,455,937 and $(630,697), respectively, for
1998. At December 27, 1998, current income taxes receivable of $223,063 and
deferred income tax liabilities of $840,090 had been allocated by the Parent to
the Station.
Note 4. Write-down of Film Rental Costs
In accordance with the provisions of Financial Accounting Standards Board
(FASB) No. 63, "Financial Reporting by Broadcasters" the Station recorded a
$2,043,758 write-down of deferred film rental costs which was in addition to
the annual amortization of deferred film rental costs. The write-down was
established under the provision of FASB No. 63 that deferred film rental costs
be carried at the lower of unamortized cost or estimated net realizable value.
Note 5. Employee Benefit Plans
Pension Plan
- ------------
The Station's employees are covered under a pension plan (the Plan) established
by The Parent. The Station was allocated a portion of the Plan's cost based
upon the Station's employees covered under the Plan, which amounted to $94,000
for the year ended December 27, 1998. The Station has a liability of $446,056
recorded at December 27, 1998 for cumulative costs incurred.
The following table sets forth the Plan's funded status as of December 27, 1998
(separate information related to the Station's employees is not available):
(in thousands)
Plan assets at fair value $471,078
========
Benefit obligation $383,931
========
Prepaid benefit cost $ 35,843
========
Employee Stock Ownership Plan (ESOP)
- ------------------------------------
The Parent established an ESOP as a long-term employee benefit plan. The ESOP
provides for the awarding of shares of the Parent's preferred and common stock
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on a noncontributory basis to eligible employees not covered by a collective
bargaining agreement. Based on the eligible employees of the Station, the
Station is allocated their portion of ESOP expense from the Parent which
amounted to $344,000 for the year ended December 27, 1998.
Savings Incentive Plan
- ----------------------
The Parent maintains a qualified 401(k) savings plan, which permit eligible
employees to make voluntary contributions on a pre-tax basis. The Savings
Incentive Plan provides for uniform employer contributions to eligible
employees of 25% of the first 4% contributed by eligible employees. The
Station's expense allocation for matching contributions under this plan for the
year ended December 27, 1998 was $36,369.
Note 6. Commitments and Contingencies
Leases
- ------
The Station leases their building, storage space, and certain equipment under
noncancelable operating leases, which expire through 2009.
Future minimum lease payments under noncancelable operating leases as of
December 27, 1998 are as follows:
(in thousands)
1999 $ 264
2000 265
2001 270
2002 277
2003 282
Thereafter 794
------
Total minimum lease payments $2,152
======
Rental expense on cancelable and noncanceable operating leases for 1998 was
$273,393.
Film Contracts
- --------------
The Station has entered into film broadcast contract agreements for future
years through 2001 totaling $2,773,000. Since these programs are not currently
available for showing, they are not reflected as assets or liabilities in the
accompanying balance sheet.
Contingencies
- -------------
The Station is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
financial statements.
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<PAGE>
Note 7. Subsequent Events
On March 1, 1999, the Parent sold the net assets of the Station to Meredith
Corporation for approximately $370 million.
Independent Auditors' Report
----------------------------
The Board of Directors
Meredith Corporation:
We have audited the accompanying balance sheet of WGNX-TV (A Division of
Tribune Company) as of December 27, 1998, and the related statements of
operations and divisional deficit and cash flows for the year then ended.
These financial statements are the responsibility of WGNX-TV's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of WGNX-TV (A Division of Tribune
Company) as of December 27, 1998, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ KPMG Peat Marwick LLP
April 16, 1999
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<PAGE>
(b) Pro forma financial information.
(1) Description of transaction, entities involved and periods for which the
pro forma financial information is presented.
On March 1, 1999, Meredith Corporation (the company) acquired WGNX-TV, the CBS
affiliate serving Atlanta. The acquisition involved the purchase of KCPQ-TV, a
FOX affiliate in Seattle, from Kelly Television Co., and the subsequent trade
of KCPQ-TV to Tribune Company for WGNX-TV. The net cost to the company of the
acquisition of WGNX-TV was approximately $370 million, which the company
believes approximated the fair value of the total assets acquired based on
current market conditions. The acquisition was financed through a combination
of private placement and bank debt.
The unaudited pro forma financial information is presented for the following
periods:
Combined Statements of Earnings: for the year ended June 30, 1998 and for
the six months ended December 31, 1998
Combined Balance Sheet: as of December 31, 1998
The unaudited pro forma Combined Statements of Earnings for both periods
present the pro forma results of operations for the company and its
subsidiaries as if the company purchased the assets of the station at the
beginning of the respective period stated. (On July 1, 1997, for the year
ended June 30, 1998, and on July 1, 1998, for the six months ended December 31,
1998.) The unaudited pro forma Combined Balance Sheet as of December 31, 1998,
presents the pro forma financial position of the company and its subsidiaries
assuming that the assets of the station were purchased on December 31, 1998.
Pro forma Combined Statement of Earnings (Unaudited)
Meredith Corporation and Subsidiaries and WGNX-TV
For the year ended June 30, 1998
The following pro forma condensed statement of earnings combines the audited
consolidated statement of earnings of Meredith Corporation and subsidiaries for
the year ended June 30, 1998, and the unaudited statement of earnings of WGNX-
TV for the year ended June 30, 1998. The pro forma combination has been
accounted for as a purchase. The statement of earnings should be read with the
accompanying notes.
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<PAGE>
Meredith (Unaudited)
Corporation WGNX-TV
Year Year
Ended Ended (Unaudited) (Unaudited)
(in thousands, June 30, June 30, Pro Forma Pro Forma
except per share) 1998 1998 Adjustments Combined
----------- ---------- ----------- ----------
Revenues $1,009,927 $34,300 $ -- $1,044,227
---------- ------- ------- ----------
Production, distribution
and editorial 408,560 9,101 -- 417,661
Selling, general and
administrative 412,026 7,954 -- 419,980
Depreciation and
amortization 36,840 1,413 (1,413)a 47,062
10,222 b
---------- ------- ------- ----------
Total operating costs 857,426 18,468 8,809 884,703
---------- ------- -------- ----------
Income from operations 152,501 15,832 (8,809) 159,524
Interest income 1,278 259 (259)a 1,278
Interest expense (14,665) (9,707) 9,707 a (38,659)
(23,994)c
---------- ------- -------- ----------
Earnings before income taxes 139,114 6,384 (23,355) 122,143
Income taxes (59,256) (2,366) 2,366 a (52,468)
6,788 d
---------- ------- -------- ----------
Net earnings $ 79,858 $ 4,018 $(14,201) $ 69,675
========== ======= ======== ==========
Basic earnings per share $1.51 $1.32
========== ==========
Basic average shares
outstanding 52,945 52,945
========== ==========
Diluted earnings per share $1.46 $1.28
========== ==========
Diluted average shares
outstanding 54,603 54,603
========== ==========
Notes to Pro Forma Combined Statement of Earnings for the year ended June 30,
1998(Unaudited)
a) to eliminate the depreciation of fixed assets, amortization of intangibles,
interest income and expense and income taxes recorded by WGNX-TV under
previous ownership.
b) to record depreciation of $1,160,000 and amortization of $9,062,000 based on
fixed asset and intangible values determined by independent appraisals.
c) to record interest expense based on average outstanding borrowings of $370
million at an annual interest rate of 6.25 percent plus amortization of loan
fees and other.
d) to record the tax effect of WGNX-TV earnings and pro forma adjustments at
the statutory rate of 40%.
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<PAGE>
Pro forma Combined Statement of Earnings (Unaudited)
Meredith Corporation and Subsidiaries and WGNX-TV
For the six months ended December 31, 1998
The following pro forma condensed statement of earnings combines the unaudited
consolidated statement of earnings of Meredith Corporation and subsidiaries for
the six months ended December 31, 1998, and the unaudited statement of earnings
of WGNX-TV for the six months ended December 31, 1998. The pro forma
combination has been accounted for as a purchase. The statement of earnings
should be read with the accompanying notes.
(Unaudited)
Meredith (Unaudited)
Corporation WGNX-TV
6 Months 6 Months
Ended Ended (Unaudited) (Unaudited)
(in thousands, December 31, December 27, Pro Forma Pro Forma
except per share) 1998 1998 Adjustments Combined
----------- ---------- ----------- ----------
Revenues $500,761 $16,302 $ -- $517,063
-------- ------- -------- --------
Production, distribution
and editorial 209,170 5,391 -- 214,561
Selling, general and
administrative 189,823 4,434 (1,020)a 193,237
Depreciation and
amortization 20,060 725 (725)b 25,171
5,111 c
-------- ------- -------- --------
Total operating costs 419,053 10,550 3,366 432,969
-------- ------- -------- --------
Income from operations 81,708 5,752 (3,366) 84,094
Gain from disposition 2,375 2,375
Interest income 170 144 (144)b 170
Interest expense (7,686) (4,550) 4,550 b (19,431)
(11,745)d
-------- ------- -------- --------
Earnings before income taxes 76,567 1,346 (10,705) 67,208
Income taxes (32,333) (259) 259 b (28,589)
3,744 e
-------- ------- -------- --------
Net earnings $ 44,234 1,087 $ (6,702) $ 38,619
======== ======= ======== ========
Basic earnings per share $0.84 $0.74
======== ========
Basic average shares
outstanding 52,411 52,411
======== ========
Diluted earnings per share $0.82 $0.71
======== ========
Diluted average shares
outstanding 54,021 54,021
======== ========
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<PAGE>
Notes to Pro Forma Combined Statement of Earnings for the six months ended
December 31, 1998 (Unaudited)
a) to eliminate a management fee charged to WGNX-TV by previous ownership.
b) to eliminate the depreciation of fixed assets, amortization of intangibles,
interest income and expense and income taxes recorded by WGNX-TV under
previous ownership.
c) to record depreciation of $580,000 and amortization of $4,531,000 based on
fixed asset and intangible values determined by independent appraisals.
d) to record interest expense based on average outstanding borrowings of $370
million at an annual interest rate of 6.2 percent plus amortization of loan
fees and other.
f) to record the tax effect of WGNX-TV earnings and pro forma adjustments at
the statutory rate of 40%.
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<PAGE>
Pro forma Combined Balance Sheet (Unaudited)
Meredith Corporation and Subsidiaries and WGNX-TV
December 31, 1998
The following pro forma condensed balance sheet combines the unaudited
consolidated balance sheet of Meredith Corporation and subsidiaries as of
December 31, 1998, and the audited balance sheet of WGNX-TV as of December 27,
1998. The pro forma combination has been accounted for as a purchase. The
balance sheet should be read with the accompanying notes.
(Unaudited)
Meredith
(in thousands) Corporation WGNX-TV (Unaudited) (Unaudited)
December 31, December 27, Pro Forma Pro Forma
Assets 1998 1998 Adjustments Combined
- ------ ----------- ----------- ----------- ----------
Cash and cash equivalents $ 694 $ 280 $ (225)d $ 749
Receivables, net 133,414 7,883 -- 141,297
Inventories 45,097 -- -- 45,097
Subscription acquisition costs 44,188 -- -- 44,188
Program rights 27,657 2,061 (2,061)a 29,452
1,795 b
Other current assets 11,954 149 -- 12,103
---------- -------- -------- ----------
Total current assets 263,004 10,373 (491) 272,886
Property, plant and equipment 273,388 13,939 (13,939)a 279,106
5,718 b
Less accumulated depreciation (124,956) (9,600) 9,600 a (124,956)
---------- -------- -------- ----------
Net property, plant and
equipment 148,432 4,339 1,379 154,150
---------- -------- -------- ----------
Subscription acquisition
costs 33,771 -- -- 33,771
Other assets 49,555 186 (131)a 49,907
72 b
225 d
Goodwill and other
intangibles, net 587,507 8,862 (8,862)a 946,927
359,420 b
---------- -------- -------- ----------
Total assets $1,082,269 $ 23,760 351,612 $1,457,641
========== ======== ======== ==========
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<PAGE>
Liabilities and Stockholders' Equity
- ------------------------------------
Short-term bank debt $ 5,000 $ -- -- $ 5,000
Current portion of
long-term debt 40,000 -- -- 40,000
Current portion of long-term
program rights payable 30,575 2,934 (2,934)a 32,606
2,031 b
Accounts payable 33,554 1,284 -- 34,838
Accrued taxes and expenses 83,834 2,057 -- 85,891
Due to related parties -- 84,165 (84,165)a --
Unearned subscription revenue 145,411 -- -- 145,411
---------- -------- --------- ----------
Total current liabilities 338,374 90,440 (85,068) 343,746
Long-term debt 167,000 -- 370,000 c 537,000
Unearned subscription
revenues 91,303 -- -- 91,303
Deferred income taxes 26,370 840 (840)a 26,370
Other deferred items 71,941 266 (266)a 71,941
---------- -------- --------- ----------
Total liabilities 694,988 91,546 283,826 1,070,360
---------- -------- --------- ----------
Temporary equity: Put
option agreements 72,456 -- -- 72,456
---------- -------- --------- ----------
Common stock 39,065 -- -- 39,065
Class B stock 11,196 -- -- 11,196
Retained earnings 267,484 -- -- 267,484
Accumulated other
comprehensive income (878) -- -- (878)
Unearned compensation (2,042) -- -- (2,042)
---------- -------- --------- ----------
Total stockholders' equity 314,825 -- -- 314,825
---------- -------- --------- ----------
WGNX-TV equity:
Divisional deficit -- (67,786) 67,786 a --
---------- -------- --------- ----------
Total liabilities and
stockholders' equity $1,082,269 $ 23,760 351,612 $1,457,641
========== ======== ========= ==========
Notes to Pro Forma Combined Balance Sheet as of December 31, 1998 (Unaudited)
a) to eliminate the historical cost basis of certain assets and liabilities of
WGNX-TV as recorded by the previous owner.
b) to record the appraised value of certain net assets acquired by Meredith
Corporation.
c) to record long-term debt incurred to finance the station purchase.
d) to record the deferred finance charge related to the debt incurred.
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<PAGE>
Item 7 (c) Exhibits
(2.1) Kelly Television Co. Agreement and Plan of Merger among Kelly
Television Co., J. S. Kelly L.L.C., G. G. Kelly L.L.C., Robert E.
Kelly, Meredith Corporation and KCPQ Acquisition Corp. dated as of
August 21, 1998. (Incorporated herein by reference to Exhibit 2.1
to the Company's Quarterly report on Form 10-Q for the period ended
September 30, 1998.)
(2.2) Asset Exchange Agreement dated August 21, 1998 among Tribune
Broadcasting Company, WGNX Inc., Meredith Corporation and KCPQ
Acquisition Corp., with respect to KCPQ (TV), Seattle, Washington
and WGNX (TV), Atlanta, Georgia. (Incorporated herein by reference
to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1998.)
(4.1)* $200 million Note Purchase Agreement dated as of March 1, 1999
among Meredith Corporation, as issuer and seller, and named
purchasers.
(4.2) $200 million Credit Agreement dated as of December 10, 1998, among
Meredith Corporation, and certain banks specified therein, for whom
Wachovia Bank, N.A., is acting as Agent. (Incorporated herein by
reference to Exhibit 2 to the Company's Quarterly Report on Form
10-Q for the period ended December 31, 1998.)
(23) Consent of Independent Certified Public Accountants
(99)* Press release dated March 1, 1999 issued by Meredith Corporation.
* Previously filed with Form 8-K dated March 1, 1999.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEREDITH CORPORATION
Registrant
(Stephen M. Lacy)
Stephen M. Lacy
Vice President - Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: May 13, 1999
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<PAGE>
Exhibit Index
Exhibit #
---------
(2.1) Kelly Television Co. Agreement and Plan of Merger
among Kelly Television Co., J. S. Kelly L.L.C., G.
G. Kelly L.L.C., Robert E. Kelly, Meredith
Corporation and KCPQ Acquisition Corp. dated as of
August 21, 1998. (Incorporated herein by reference
to Exhibit 2.1 to the Company's Quarterly report on
Form 10-Q for the period ended September 30, 1998.)
(2.2) Asset Exchange Agreement dated August 21, 1998 among
Tribune Broadcasting Company, WGNX Inc., Meredith
Corporation and KCPQ Acquisition Corp., with respect
to KCPQ (TV), Seattle, Washington and WGNX (TV),
Atlanta, Georgia. (Incorporated herein by reference
to Exhibit 2.2 to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1998.)
(4.1)* $200 million Note Purchase Agreement dated as of
March 1, 1999 among Meredith Corporation, as issuer
and seller, and named purchasers.
(4.2) $200 million Credit Agreement dated as of December
10, 1998, among Meredith Corporation, and certain
banks specified therein, for whom Wachovia Bank,
N.A., is acting as Agent. (Incorporated herein by
reference to Exhibit 2 to the Company's Quarterly
Report on Form 10-Q for the period ended December
31, 1998.)
(23) Consent of Independent Certified Public Accountants
(99)* Press release dated March 1, 1999 issued by Meredith
Corporation.
* Previously filed with Form 8-K dated March 1, 1999.
- 19 -
Exhibit 23
----------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
Meredith Corporation:
We consent to the inclusion of our report dated April 16, 1999, with respect to
the balance sheet of WGNX-TV (a Division of Tribune Company) as of December 27,
1998, and the related statements of operations and divisional deficit and cash
flows for the year then ended, which report appears in the Form 8-K of Meredith
Corporation.
KPMG Peat Marwick LLP
Des Moines, Iowa
May 13, 1999
