As filed with the Securities and Exchange Commission on February 19, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
MEREDITH CORPORATION
(Exact name of registrant as specified in its charter)
-------------------------------
IOWA 2721 42-0410230
State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization Classification Code Number) Identification No.)
-------------------------------
1716 LOCUST STREET
DES MOINES, IOWA 50309-3023
(515) 284-3000
(Address, including zip code, and telephone number, including area code,
of registrant's executive offices)
-------------------------------
JOHN S. ZIESER
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1716 LOCUST STREET
DES MOINES, IOWA 50309-3023
(515) 284-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------------
Copies To:
WILLIAM J. QUINLAN, JR.
HEIDI J. STEELE
McDermott, Will & Emery
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606-5096
(312) 372-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of the Registration Statement as the Registrant
may determine.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |X|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>
PROPOSED MAXIMUM
OFFERING PRICE
TITLE OF EACH CLASS OF AMOUNT TO BE PER UNIT (2) PROPOSED AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- - ------------------------------ ----------------- ------------------------ ----------------------- ----------------------
<S> <C> <C> <C> <C>
COMMON STOCK (PAR VALUE 1,000,000(1) $34.0625 $34,062,500 $9,469.38
$1.00 PER SHARE)
- - ------------------------------ ----------------- ------------------------ ----------------------- ----------------------
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, in addition
to the shares set forth in the table, the amount to be registered includes
an indeterminate number of shares issuable as a result of stock splits,
stock dividends and anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee based
upon the closing price on February 17, 1999 of the Registrant's Common
Stock listed on the New York Stock Exchange as provided pursuant to Rule
457(c).
</TABLE>
<PAGE>
Prospectus
MEREDITH CORPORATION
DIVIDEND REINVESTMENT PLAN
1,000,000 shares of Common Stock
----------------
One million authorized and unissued shares of common stock, $1.00 par
value per share ("Common Stock"), of Meredith Corporation (the "Company") have
been authorized for purchase under Meredith Corporation's Dividend Reinvestment
Plan (the "Plan"). The Plan offers existing holders of Common Stock an
opportunity to reinvest automatically the dividends paid on the Common Stock in
shares of Common Stock.
The Common Stock is quoted on the New York Stock Exchange ("NYSE")
under the symbol "MDP." The Company suggests that this Prospectus be retained
for future reference.
Shares of Common Stock purchased under the Plan will be newly issued
shares, treasury shares or shares purchased in the open market or in privately
negotiated transactions. The purchase price for shares purchased from the
Company under the Plan will be the average of the high and low sales price
reported on the NYSE on the day of the transaction. The cost of each share
purchased in the open market is the average price of all shares purchased on
that date plus a proportionate share of any brokerage commission, transfer taxes
and other service charges paid. The purchase price for shares purchased under
the Plan from persons other than the Company or its affiliates will be the
actual price paid. The Company will pay for the cost of administering the Plan.
Brokerage commissions, transfer taxes and other service charges applicable to
the purchase of shares under the Plan will be paid for by the participants in
the Plan.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in documents
subsequently incorporated herein by reference in connection with the offer
contained herein and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities offered hereby in any jurisdiction or to any person in which or to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstance,
create any implication that there has been no change in the affairs of the
Company or of the Plan or the facts herein set forth since the date hereof.
----------------
The date of this Prospectus is February 19, 1999.
<PAGE>
Table of Contents
Available Information....................................................1
Incorporation Of Certain Documents By Reference..........................1
The Company..............................................................2
If You Have Questions Concerning The Plan................................3
Description Of The Dividend Reinvestment Plan............................3
Use Of Proceeds.........................................................13
Plan Of Distribution....................................................13
Legal Matters...........................................................13
Experts ................................................................14
<PAGE>
AVAILABLE INFORMATION
The Company files reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act").
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the SEC's Regional Offices located
at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661
and at the 13th Floor, Seven World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Room of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of such
site is http://www.sec.gov. In addition, such reports, information statements
and other information concerning the Company can be inspected at the principal
offices of the Company, 1716 Locust Street, Des Moines, Iowa.
The Company has filed with the SEC a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act") with respect to the Common Stock being offered pursuant to the Plan.
This Prospectus omits certain information contained in the Registration
Statement pursuant to the rules and regulations of the SEC, and reference is
made to the Registration Statement, including the exhibits thereto, for further
information with respect to the Company and the Common Stock offered hereby.
Statements contained in this Prospectus concerning the provisions of such
documents are necessarily summaries of such documents and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the SEC. Copies of the Registration Statement and the exhibits
thereto may be inspected without charge at offices of the SEC, and copies of all
or any portion thereof may be obtained from the SEC upon payment of the
prescribed fees or from the internet site referenced above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Company with the SEC
under the 1934 Act, are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended June
30, 1998;
(2) the Company's Quarterly Reports on Form 10-Q for the quarter
ended September 30, 1998 and the quarter ended December 31, 1998;
(3) the Company's Current Report on Form 8-K dated July 20, 1998;
(4) the Company's Current Report on Form 8-K dated August 26, 1998;
(5) the Company's Schedule 14A dated September 25, 1998;
(6) the description of the Common Stock contained in the
Corporation's Registration Statement on Form 8-A; and
(7) All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
<PAGE>
of the Common Stock under the Plan. Any statement contained
herein or in a document incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed
document, which is also or is deemed to be incorporated by
reference, modifies or replaces such statement.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY
OF ANY AND ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT THIS PROSPECTUS INCORPORATES).
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: MEREDITH CORPORATION, INVESTOR
COMMUNICATION, 1716 LOCUST STREET, DES MOINES, IOWA 50309-3023;toll-free number:
1-800-284-4236 EMAIL ADDRESS: [email protected].
THE COMPANY
Meredith Corporation was founded in 1902 by Edwin Thomas Meredith and
incorporated in Iowa in 1905. Since its beginnings in agricultural publishing,
the Company has expanded to include mass audience and special interest
publications designed to serve the home and family market. In 1948, Meredith
entered the television broadcasting business. The Company now owns and operates
television stations in locations across the continental United States. These
publishing and broadcasting businesses and associated trademarks have been the
core of Meredith's success.
Meredith has two operating segments for reporting purposes: publishing
and broadcasting. The publishing segment includes magazine/book publishing and
brand franchising/licensing operations. The broadcasting segment includes the
operation of network-affiliated television stations in geographically diverse
markets. Additionally, virtually all businesses within each segment operate in
the United States.
The Company's largest source of revenues is magazine and television
advertising. Television advertising tends to be seasonal in nature with higher
revenues traditionally reported in the second and fourth fiscal quarters, and
cyclical increases during certain periods, such as during key political
elections and Olympic Games.
Trademarks (e.g. Better Homes and Gardens, Ladies' Home Journal) are
very important to the Company's publishing segment. Local recognition of
television station call letters is important in maintaining audience shares in
the broadcasting segment. Name recognition and the public image of these
trademarks are vital to both ongoing operations and the introduction of new
businesses. Accordingly, the Company aggressively defends its trademarks.
The Company's principal offices are located at 1716 Locust Street, Des
Moines, Iowa 50309-3023, and its telephone number is (515) 284-3000. The address
of the Company's website is http://www.mdp.com.
<PAGE>
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
All questions and correspondence should be directed to the BankBoston,
N.A., the Plan Administrator (the "Plan Administrator"). The telephone number
for any questions concerning your Company shareholder account, including the
Plan, is: (800) 733-5001. Send all written questions, Authorization Cards,
certificates to be deposited and forms containing instructions with respect to
your account to the following address:
BankBoston, N.A.
c/o Boston EquiServe
Dividend Reinvestment Plan
P. O. Box 8040
Boston, MA 02266-8040
Please mention Meredith Corporation in all of your correspondence. If
you are a participant in the Plan, give the number of your account.
DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN
The following is a description, in question and answer form, of the
provisions of the Plan. A holder of the Company's Common Stock who does not
elect to participate in the Plan will continue to receive cash dividends by
check.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders with a
simple and convenient method of investing cash dividends and
distributions in additional shares of Common Stock of the
Company at the Common Stock's current market price.
Participants in the Plan ("Participants") may have cash
dividends and distributions automatically reinvested without
charges for recordkeeping, and may take advantage of the
custodial and reporting services provided by BankBoston, N.A.,
the Plan Administrator.
ADVANTAGES TO PARTICIPANTS
2. What are the advantages of enrollment in the Plan?
Participants may reinvest all or a portion of cash dividends
paid on Common Stock registered in their names in additional
shares of Common Stock.
Participants may receive, upon written request to the Plan
Administrator, certificates for whole shares of Common Stock
credited to their Plan accounts.
Participants may deposit certificates representing shares of
Common Stock into the Plan for safekeeping.
Participants are provided with regular statements to update
and record each transaction under the Plan.
<PAGE>
ADMINISTRATION
3. What does the Plan Administrator do?
The Plan Administrator administers the Plan for Participants,
keeps records, sends statements of accounts to Participants,
and performs other duties relating to the Plan. The Plan
Administrator is the agent for each Participant. The Plan
Administrator may be an individual (who may be an employee of
the Company), bank, trust company, or other entity (including
the Company) that is appointed from time to time to act as
administrator of the Plan. The Company has appointed
BankBoston, N.A. as the Plan Administrator.
The Plan Administrator receives dividend payments on behalf of
Participants, invests such amounts in shares of Common Stock,
maintains account records for Participants and notifies
Participants of transactions in, and the status of, their
accounts. The Plan Administrator shall have no duties,
obligations or liabilities with respect to the Plan except as
are set forth in this Prospectus.
All notices from the Plan Administrator to a Participant will
be mailed to the Participant's address of record, and the
mailing of a notice to a Participant's most recent address of
record will satisfy the Company's obligation to provide notice
to that Participant. Accordingly, a Participant should
promptly advise the Plan Administrator of any change in his or
her address.
ENROLLMENT AND PARTICIPATION
4. Who is eligible to participate in the Plan?
All registered holders of the Common Stock (the "registered
shareholders") are eligible to participate in the Plan. If you
are a registered shareholder, your name appears in the
Company's shareholder records and you receive dividend checks
written on the Company account with BankBoston, N.A., or
direct deposits of your dividends to your bank account through
the Automated Clearing House ("ACH"). Beneficial owners of
Common Stock whose shares are held for them in registered
names other than their own, such as the names of brokers, bank
nominees or trustees, must either instruct the holder of
record to join the Plan or have the shares transferred to
their names if they desire to participate in the Plan. See
Question 5 below.
If you are a registered shareholder, you may enroll in the
Plan by signing an Authorization Card and returning it to the
Plan Administrator. Your Authorization Card must be received
not less than five days before the record date for a dividend
or distribution in order to have that dividend or distribution
reinvested in Common Stock.
There is a one-share minimum to participate in the Plan.
5. What if the shares are held by a broker, bank or nominee?
If your shares are held on the Company's shareholder records
in the name of a broker, bank or other nominee (a "Nominee"),
your name does not appear anywhere in the Company's
shareholder records. You are the beneficial owner of the
shares. Your dividends are delivered to your Nominee, who
<PAGE>
distributes the dividends to you. Many brokers and banks
provide dividend reinvestment programs for their customers. If
your Nominee does not offer a dividend reinvestment program
and you would like to participate in the Plan, then you should
contact your Nominee. If your Nominee agrees to participate in
the Plan, your Nominee may charge you a fee. Alternatively,
beneficial owners may participate in the Plan by transferring
their shares into their own names on the books of the Company;
that is, by becoming registered shareholders. To do so,
contact your Nominee.
6. How does a stockholder enroll?
Registered shareholders may enroll in the Plan at any time,
after being furnished with a copy of this Prospectus, by
completing and signing an authorization card ("Authorization
Card") in the manner set forth below and returning it to the
Plan Administrator. Requests for copies of Authorization
Cards, as well as copies of other Plan forms and this
Prospectus, should be made in writing or by telephone to the
Plan Administrator as set forth on page 3.
Authorization Cards will be processed as promptly as
practicable. A person will become a Participant after a
properly completed Authorization Card has been received and
accepted by the Company and the Plan Administrator. YOUR
AUTHORIZATION CARD MUST BE RECEIVED NOT LESS THAN FIVE DAYS
BEFORE THE RECORD DATE FOR A DIVIDEND IN ORDER FOR YOU TO BE
ELIGIBLE TO HAVE THAT DIVIDEND REINVESTED.
If you have previously authorized direct deposit of dividends
through ACH and now send in an Authorization Card to enroll in
"Full Dividend Reinvestment" (as defined in Question 11
below), all your future dividends will be redirected from
direct deposit to dividend reinvestment. If you have
authorized direct deposit and enroll in "Partial Dividend
Reinvestment" (as defined in Question 11 below), the future
dividends on those shares you enroll will be redirected to
dividend reinvestment and dividends on the balance of your
shares will continue in direct deposit.
7. When will participation in the Plan begin?
Participation in the Plan will begin with the first dividend
or distribution payment after the shareholder joins the Plan,
provided that his or her Authorization Card was received at
least five days before the record date for such dividend or
distribution.
Dividends declared on the Common Stock are usually paid on the
fifteenth day of March, June, September and December. The
record date for such dividend usually will occur on the last
business day of February, May, August and November.
SHAREHOLDERS ARE CAUTIONED THAT THE PLAN DOES NOT REPRESENT A
CHANGE IN THE COMPANY'S DIVIDEND POLICY OR A GUARANTEE OF
FUTURE DIVIDENDS, WHICH WILL CONTINUE TO DEPEND UPON THE
COMPANY'S EARNINGS, FINANCIAL CONDITION AND OTHER FACTORS.
8. How can Participants change their investment options?
You may change your investment option at any time (provided
you meet the requirements of the new option) by signing a new
Authorization Card and returning it to the Plan Administrator.
An Authorization Card and an addressed envelope may be
obtained at any time by contacting the Plan Administrator. Any
change in options must be received by the Plan Administrator
not less than five days before the record date for a dividend
or distribution to permit the new authorization to apply to
that dividend or distribution.
<PAGE>
9. May a stockholder elect to re-enroll once he has terminated participation in
the Plan?
Yes. A registered shareholder may re-enroll at any time by
completing an Authorization Form and delivering it to the Plan
Administrator. Any letter requesting enrollment must be
received by the Plan Administrator at least five days prior to
the record date for a dividend or distribution in order for it
to take effect as of the next dividend or distribution.
10. What if a stockholder wishes to receive cash on only some of his or her
shares?
If you wish to receive dividends and distributions in cash on
some of your shares, and have the remaining dividends and
distributions reinvested, you must notify the Plan
Administrator, in writing, to that effect. As a partial
Participant, you will receive your dividends and distributions
in cash only with respect to the number of shares that you
have specified. With respect to any other shares registered in
your name, and with respect to the shares credited to your
account on the books of the Plan Administrator, the
corresponding dividends and distributions will be paid in
additional shares.
The number of shares on which you receive cash may be changed
at any time simply by writing the Plan Administrator.
THE AUTHORIZATION CARD
11. What details are included in the Plan Authorization Card?
The Authorization Card is for the use of registered shareholders only.
It provides for the purchase of additional shares of Common Stock
through the following investment options:
Option 1: "Full Dividend Reinvestment" directs the Plan
Administrator to invest all of your cash dividends in
additional shares of Common Stock on all shares now or
subsequently registered in your name.
Option 2: "Partial Dividend Reinvestment" directs the Plan
Administrator to pay out cash dividends only on the number of
shares you specify in the appropriate space on the
Authorization Card. With respect to all other cash dividends
registered in your name, and with respect to the shares
credited to your account on the books of the Plan
Administrator, the corresponding dividends and distributions
will be paid in additional shares of Common Stock.
All whole and fractional shares you acquire through
reinvestment of dividends will be placed in your Plan account
and dividends on those shares will also be reinvested. You may
withdraw those shares from the Plan if you prefer to receive
cash dividends on them.
The Plan Administrator should be notified immediately of any change in
your address. Most states have enacted abandoned property laws that
require the Plan Administrator, on behalf of the Company, to turn over
to the appropriate state all shares and dividends from any account for
which the Plan Administrator cannot locate the owner. THEREFORE, IT IS
IMPORTANT FOR YOU TO KEEP THE PLAN ADMINISTRATOR INFORMED OF YOUR
ADDRESS.
<PAGE>
PURCHASE OF SHARES UNDER THE PLAN
12. How does the Dividend Reinvestment Plan work and how are shares allocated
under the Plan?
As soon as practicable on or after each dividend payment date
(the "Investment Date), the Plan Administrator will combine
the dividends to be invested by all participants in the Plan
and purchase shares by any of the following means as the
Company may decide: (i) from the Company of newly issued
shares of previously authorized and unissued Common Stock;
(ii) from the Company of shares of Common Stock previously
authorized and issued and held in treasury; or (iii) in the
open market or in negotiated transactions with persons other
than the Company or its affiliates. The brokerage commission
savings that result from large purchases are passed on to
Participants.
In making purchases for a Participant's account, the Plan
Administrator may commingle the Participant's funds with those
of other registered shareholders of the Company participating
in the Plan. The price at which the Plan Administrator shall
be deemed to have acquired shares for the Participant's
account shall be the average price of all shares purchased by
it as agent for all Participants in the Plan for that
Investment Date. The Plan Administrator shall have no
responsibility for the value of the Common Stock acquired for
the Participant's account. No Participant shall have any
authority or power to direct the time or price at which Common
Stock may be purchased. It is understood that for a number of
reasons, including observance of the Rules and Regulations of
the SEC requiring temporary curtailment or suspension of
purchases, it is possible that the whole amount of funds
available in a Participant's account for the purchase of
shares of the Company might not be applied to the purchase of
such shares on the next Investment Date. The Plan
Administrator shall not be liable when conditions prevent the
purchase of shares or interfere with the timing of such
purchases.
When funds available are not enough to buy a whole share, your
account will be credited with a fractional share computed to
at least four decimal places. Fractional shares earn dividends
in proportion to the amount payable on a full scale.
The additional shares purchased on behalf of each Participant
will be credited to each Participant's account on the
settlement date for each purchase, which is generally three
business days after the Investment Date.
PLEASE BE AWARE THAT THE PRICE OF COMMON STOCK IS SUBJECT TO
MARKET FLUCTUATIONS AND MAY RISE OR FALL BEFORE THE INVESTMENT
DATE.
A Participant's investment in Common Stock pursuant to the
Plan will be no different from investment in directly held
shares. The Participant will bear the risk of loss and will
realize the benefits of any gain from market price changes
with respect to all such shares held by him in the Plan or
otherwise. THE SHARES ARE NOT DEPOSITS AND ARE NOT INSURED BY
THE FDIC OR ANY OTHER GOVERNMENT AGENCY. PARTICIPATION IN THE
PLAN INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
13. What is the price of shares purchased under the Plan?
The purchase price for shares purchased from the Company will
be the average of the high and low sales price reported on the
NYSE on the day of the transaction. The cost of each share
<PAGE>
purchased in the open market is the average price of all
shares purchased on that Investment Date plus a proportionate
share of any brokerage commission, transfer taxes and other
service charges paid. The purchase price for shares purchased
from persons other than the Company or its affiliates will be
the actual price paid.
14. When will shares of Common Stock be priced under the Plan?
In the months in which dividends are paid, the Plan
Administrator will invest dividends it receives as soon as
practicable after the dividend payment date and in no event
later than thirty days from such date when necessary to comply
with applicable federal securities laws.
No interest will be paid on funds held by the Plan
Administrator pending investment.
REPORTS TO PARTICIPANTS
15. What accounts are maintained for Participants and what reports on these
accounts do Participants receive?
The Plan Administrator will maintain a separate account for
each Participant. All shares issued to a Participant under the
Plan will be credited to the Participant's account. Shortly
after each transaction in your account, the Plan Administrator
will send you a statement showing the dividend received,
amount invested, price per share, number of shares purchased,
total number of shares held in your account, and related tax
information. You should retain these statements so you can
report the tax consequences of any later sale or other
disposition of the shares. If you lose your records and ask
the Plan Administrator to reconstruct them, you may be charged
a fee. There is no fee for the current calendar year or the
two previous calendar years, but there is a fee of $10 per
year for earlier years.
VOTING OF SHARES
16. How will a Participant's shares be voted at meetings of stockholders?
You are entitled to vote all whole or fractional shares held
in your Plan account on any matter submitted to shareholders
for a vote. Prior to any meeting of shareholders, you will
receive a single proxy card covering those shares held in your
Plan account and those shares registered in your name that are
not in the Plan account.
CERTIFICATES FOR SHARES
17. Will certificates be issued for shares issued under the Plan?
No. As a safeguard against loss, theft, or destruction of your
stock certificates, the Plan Administrator will hold all
shares it buys for you in book-entry form (without
certificates) until you terminate your participation in the
Plan or withdraw shares. The issuance of certificates for
shares credited to a Plan account will not terminate your
participation in the Plan. See Question 19 on how to withdraw
shares. No certificate for a fractional share will be issued.
<PAGE>
18. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the name in which
share certificates of the Participant were registered at the
time that the Participant entered the Plan. Certificates for
whole shares issued at the request of a Participant will be
similarly registered.
WITHDRAWAL OF SHARES
19. How can Participants withdraw shares held in their accounts?
Upon your written request, any whole shares in your account
will be withdrawn from the Plan and a certificate will be
issued to you at no charge. A Termination/Withdrawal Form is
provided on the reverse side of each account statement for
this purpose. The withdrawal of shares will not terminate your
participation in the Plan. CERTIFICATES FOR FRACTIONAL SHARES
WILL NOT BE ISSUED UNDER ANY CIRCUMSTANCES. If a Participant
sells or otherwise transfers ownership of all whole shares
owned under the Plan, then any fractional share will be paid
at the then current market value of the Common Stock and the
account will be closed.
SALE OR OTHER TRANSFER OF SHARES
20. How can a Participant sell its shares held in his account?
If you wish, you may instruct the Plan Administrator to sell
any number of whole shares in your Plan account. The sale will
be executed within three business days of receipt of your
instructions.
You will receive the proceeds of sale of your shares based on
the average price of all Plan shares sold by the Plan
Administrator on the particular sale date, less a $15.00
service fee and a proportionate share of brokerage
commissions, transfer taxes and other service charges paid.
PLEASE BE AWARE THAT THE PRICE OF COMMON STOCK IS SUBJECT TO
MARKET FLUCTUATIONS AND CAN FALL AS WELL AS RISE. NO SALE
PRICE CAN BE DETERMINED IN ADVANCE. YOU ALONE BEAR THE MARKET
RISK AND SHOULD CONSIDER IT BEFORE ISSUING SELLING
INSTRUCTIONS.
21. Can a Participant pledge shares held in his account?
Shares held in a Plan account are in book-entry form and so
may not be pledged (that is, given as security for a loan). If
you wish to pledge those shares, you must request that a new
certificate be issued in your name.
22. Can Participants gift their shares?
If you wish to transfer the ownership of all or part of the
shares held in your Plan account to a Plan account for another
person, whether as a gift, a private sale, or otherwise, you
may do so by mailing a properly completed stock power to the
Plan Administrator. Requests for transfer of shares under the
Plan are subject to the same requirements as for the transfer
of certificates, including the requirement of a Medallion
signature guarantee on the stock power. Stock power forms are
available upon request from the Plan Administrator.
<PAGE>
TERMINATION AND CHANGES IN PLAN
23. What happens if a Participant wishes to terminate participation?
You may terminate your participation in the Plan at any time
by notifying the Plan Administrator in writing. A
Termination/Withdrawal Form is provided on the reverse side of
each account statement for this purpose. The termination will
be effective with the first dividend whose record date occurs
after the Plan Administrator receives your notice.
Unless you instruct the Plan Administrator to sell your
shares, the Plan Administrator will send you a certificate for
the whole shares in your account and a check for any remaining
fractional share. Future dividends will be sent directly to
you (or deposited in your bank account if you authorize direct
deposit).
24. May the Plan be Changed or Discontinued?
The Company reserves the right to suspend, modify or terminate
the Plan at any time. The Company may modify, suspend or
terminate participation in the Plan to eliminate practices
that are not consistent with the Plan or cause aberrations in
the trading volume of its shares. Any such modification may
include an appointment of a successor Plan Administrator, in
which event each Participant authorizes the Company to pay
such successor Plan Administrator, for the account of the
Participant, all dividends and distributions payable on the
Common Stock held by the Participant for application by such
successor Plan Administrator as provided in these terms and
conditions.
All Participants will receive notice of any suspension,
modification or termination of the Plan. Upon termination of
the Plan by the Company, certificates for whole shares held in
a participant's Plan account will be issued and a cash payment
will be made for any fractional share.
SAFEKEEPING SERVICES (CERTIFICATE DEPOSIT SERVICE)
25. Can Participants deposit other shares in their account?
If you enroll in the Plan, you may choose to deposit your
Common Stock in your Plan account for safekeeping. Dividends
on all shares deposited in your Plan account will be
reinvested. The Plan Administrator provides this additional
service without charge.
Send certificates that you want to deposit to the Plan
Administrator at the address on page 3 by either registered or
certified mail, return receipt requested. As you bear the risk
of loss in transit, you may want to purchase postal insurance
of 2% of the approximate market value of the shares, which is
the cost of posting a bond to replace certificates if they are
lost.
Use of this Certificate Deposit service is not required for
participation in the Plan. However, it does provide an
economical way for you to safeguard certificates against loss,
damage or theft.
<PAGE>
DIVIDENDS AND STOCK SPLITS
26. What happens if the Company issues a stock dividend or declares a stock
split?
Appropriate adjustments in the number of shares registered to
you under the Plan will be made to give effect to any stock
dividends, stock splits or rights that may, from time to time,
be declared by the Company's Board of Directors. In the event
of a stock dividend or stock split, the new shares to be
issued on shares held in your Plan account will be credited to
your account and shown in your transaction statement;
certificates will not be issued. You may, at any time, follow
the procedure stated above for withdrawal of shares from the
Plan.
In the event the Company makes available to its shareholders
rights to purchase additional shares or other securities, you
will receive a subscription warrant for all those rights
directly from the Plan Administrator.
FEDERAL TAX CONSEQUENCES
27. What is the tax status of reinvested dividends?
Even if dividends are reinvested for your account, they
continue to be subject to federal and other income taxes just
as if you had received them in cash. A Participant in the Plan
will be treated for Federal income tax purposes as having
received, on the dividend payment date, a dividend or
distribution in an equal amount to the cash that the
Participant could have received instead of shares. The amount
you pay in service fees may be deductible as an itemized
deduction, but the deduction may be limited by the 2% floor on
itemized deductions. Consult your accountant or financial
advisor as to availability of tax deductions.
The tax basis per share for Plan shares which are purchased in
open market transactions is the purchase price per share plus
the per share brokerage commissions charged to you. The tax
basis of shares not purchased in open market transactions will
equal the amount of such cash dividend.
Each year, the Plan Administrator will send you an Information
Return summarizing dividends paid to you during the prior year
(i.e., a 1099-DIV or 1042S) and an Information Return
summarizing gross sales transactions during the prior year, if
any (i.e., 1099-B). The Plan Administrator must provide copies
of these Information Returns to the Internal Revenue Service
(the "IRS").
Dividends are not subject to U.S. income tax withholding
except as described below. For U.S. participants who are
subject to back-up withholding under Section 3406(a) of the
Internal Revenue Code (the "Code"), the Plan Administrator
will withhold the appropriate amount of tax and reinvest the
balance in shares of stock. Under Section 3406(a)(1) of the
Code, the Company is required to withhold for U.S. income tax
purposes 31% of all dividend payments to a participant if (i)
such participate has failed to furnish to the Company his or
her taxpayer identification number ("TIN"), which for an
individual is his or her social security number, or (ii) the
IRS has notified the Company that the TIN furnished by the
participant is incorrect, or (iii) the IRS notifies the
Company that back-up withholding should begin because the
participant has failed to properly report interest or
<PAGE>
dividends, or (iv) the participant has failed to certify,
under penalties of perjury, that he or she is not subject to
backup withholding.
As a shareholder, you have previously been requested by the
Company to submit all information and certifications required
in order to establish your exemption from back-up withholding,
if such exemption is available to you. Any amounts withheld
will be reported on the statement issued to confirm a purchase
of shares.
In the case of foreign participants whose dividends are
subject to U.S. income tax withholding or withholding in their
country of residence, the Plan Administrator will withhold the
appropriate amount of tax and reinvest the balance in shares
of stock. The amounts withheld will be reported on the
statement issued to confirm a purchase of shares.
A Participant will not realize any taxable income upon receipt
of a certificate for whole shares credited to the
Participant's account either upon the Participant's request
for a specified number of shares or upon termination of
enrollment in the Plan.
Although the Plan Administrator assists you by providing
detailed periodic statements, you have the ultimate
responsibility for maintaining your own records for tax and
other purposes.
THE ABOVE DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL FEDERAL
INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN.
PARTICIPANTS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE THE TAX CONSEQUENCES OF A PARTICULAR TRANSACTION.
OTHER INFORMATION
28. What are the expectations for the Plan?
The Plan is primarily for the benefit of long-term investors.
It is not meant to be used for commercial purposes. Multiple
shareholder account registrations are not specifically
prohibited under the Plan, except in instances where the
Company views the intent of multiple account registrations to
be abusive of the purpose and intent of the Plan.
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of dividends is subject to the
decision of the Company's Board of Directors and will depend
upon future earnings, the financial condition of the Company,
and other factors.
29. How is the Plan to be interpreted?
The officers of the Company are authorized to take such action
to carry out the Plan as may be consistent with the Plan's
terms and conditions. The Company reserves the right to
interpret and regulate the Plan as the Company deems desirable
or necessary in connection with the Plan's operations and any
such determinations will be final.
30. Who bears the risk of market price fluctuations in the Common Stock?
A Participant's investment in Common Stock pursuant to the
Plan will be no different from investment in directly held
<PAGE>
shares. The Participant will bear the risk of loss and will
realize the benefits of any gain from market price changes
with respect to all such shares held by him in the Plan or
otherwise.
You should recognize that neither the Company nor the Plan
Administrator can assure you of a profit or protect you
against a loss on shares purchased under the Plan.
31. What are the limitations of liability of the Plan Administrator and the
Company?
Neither the Company nor the Plan Administrator shall be liable
for any act done in good faith or for any good faith omission
to act, including, without limitation, (a) failure to
terminate a participant's account upon such participant's
death prior to receipt of notice in writing of such death and
(b) the prices at which shares are purchased for a
participant's account and the times such purchases are made.
32. What reporting obligations does the Plan Administrator have to the IRS?
The Internal Revenue Code of 1986, as amended, imposes certain
reporting obligations upon brokers and other middlemen. As a
result, the Plan Administrator will be required to report to
the IRS and the Participant any sales of stock by the Plan
Administrator on behalf of a Participant.
USE OF PROCEEDS
The Company has no basis for determining the number of shares of Common
Stock that ultimately may be sold pursuant to the Plan, the extent to which
shares will be purchased directly from the Company rather than in the open
market, or the prices at which shares will be sold. If shares of Common Stock
are purchased under the Plan directly from the Company, then the Company intends
to use substantially all of the net proceeds from such sales for general
corporate purposes. Shares purchased in market transactions will provide no
proceeds to the Company.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan.
The terms of the Plan provide for the purchase of shares of Common Stock
directly from the Company (either treasury or newly issued shares) or, at the
Company's option, by the Plan Administrator in the open market or in privately
negotiated transactions. The Company will pay all administrative costs and
expenses associated with the Plan except for any brokerage commissions,
applicable transfer taxes and service charges related to shares purchased under
the Plan in the open market. Brokerage commissions, applicable transfer taxes
and service charges will be borne pro rata by Participants.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by McDermott, Will & Emery, Chicago, Illinois.
<PAGE>
EXPERTS
The consolidated financial statements of the Company as of June 30,
1998 and 1997, and for the three-year period ended June 30, 1998, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
<PAGE>
1,000,000 SHARES
MEREDITH CORPORATION
COMMON STOCK
DIVIDEND REINVESTMENT PLAN
February 19, 1999
-----------------------------
PROSPECTUS
-----------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be incurred in connection with the issuance and
distribution of the shares of Common Stock being offered hereby payable by the
Registrant are estimated as follows:
SEC Registration Fee.............................................. $10,000.00
Printing and Engraving Costs...................................... $10,000.00
Fees and Expenses of Counsel...................................... $15,000.00
Accounting Fees and Expenses...................................... $10,000.00
Miscellaneous..................................................... $ 5,500.00
----------
TOTAL............................................................. $50,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Bylaws provide for the indemnification for any
director, officer or employee of the Company to the fullest extent consistent
with the laws of Iowa. The Iowa Business Corporation Act permits, under certain
circumstances, the indemnification of any person who was or is a party to any
proceeding (other than an action (i) in which the person is liable for improper
personal benefit, or (ii) by or in the right of the corporation in which the
person was adjudged liable to the corporation) by reason of the fact that he is
or was a director or officer, of the corporation, or is or was serving in a
similar capacity for another enterprise at the request of the corporation. To
the extent that a director or officer of the corporation has been successful in
defending any such proceeding, the Iowa Business Corporation Act provides that
he shall be indemnified against reasonable expenses incurred by him in
connection therewith.
With respect to a proceeding by or in the right of the Company, such
person may be indemnified against expenses reasonably incurred, only if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. The Iowa Business Corporation Act
provides, however, that indemnification shall not be permitted in such a
proceeding if such person is adjudged liable to the corporation unless, and only
to the extent that, the court, upon application, determines, that he is entitled
to indemnification under the circumstances. With respect to proceedings other
than those brought by or in the right of the corporation, notwithstanding the
outcome of such a proceeding, such person may be indemnified against judgments,
fines, and amounts paid in settlement, as well as expenses, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action, had no
reason to believe his conduct was unlawful.
As authorized by the Iowa Business Corporation Act, the Company's
Restated Articles of Incorporation limits the liability of directors of the
Corporation for monetary damages for breaches of fiduciary duty as a director.
The effect of this provision is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for breach of the fiduciary duty
<PAGE>
of care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in certain limited situations. This provision does
not limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief such as an injunction or rescission.
The Company has purchased an insurance policy which purports to insure
the officers and directors of the Corporation against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors, except for liabilities resulting from their own malfeasance.
The foregoing descriptions are general summaries only. Reference is
made to the full text of the Company's Restated Articles of Incorporation and
its Restated Bylaws, which are incorporated herein by reference.
ITEM 16. EXHIBITS
Exhibit 3.1 The Company's Restated Articles of Incorporation, as
amended, incorporated herein by reference to Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1996.
Exhibit 3.2 The Company's Restated Bylaws, incorporated herein by
reference to Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1997.
Exhibit 4.1 Instruments defining the rights of security holders - see
Exhibits 3.1 and 3.2.
Exhibit 5 Opinion of McDermott, Will & Emery, regarding legality of
common stock being registered.
Exhibit 23.1 Consent of McDermott, Will & Emery, included in the opinion
filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of KPMG Peat Marwick, LLP.
Exhibit 24 Powers of Attorney of certain directors and officers of the
Company (see the signature page).
Exhibit 99 Form of Meredith Corporation Dividend Reinvestment Plan
(included as the Prospectus set forth herein)
ITEM 17. UNDERTAKINGS
The undersigned 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
<PAGE>
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering
range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(c) 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;
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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. 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;
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Act may be
terminated to directors, officers and controlling persons of the registrant
pursuant to the provisions referred to in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 February 19, 1999.
MEREDITH CORPORATION
By: /s/ John S. Zieser
------------------------------
John S. Zieser, Vice President-
General Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below appoints William T. Kerr,
Stephen M. Lacy, and John S. Zieser as such person's true and lawful attorney to
execute in the name of each such person, and to file, any amendments to this
Registration Statement that such attorney will deem necessary or desirable to
enable the Registrant to comply with the Securities Act, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
with respect thereto, in connection with the registration of the shares of
Common Stock of the Registrant that are subject to this Registration Statement,
which amendments may make such changes in such Registration Statement as the
above-named attorney deems appropriate, and to comply with the undertakings of
the Registrant made in connection with this Registration Statement; and each of
the undersigned hereby ratifies all that said attorney will do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on February 19, 1999.
/s/ William T. Kerr /s/ Stephen M. Lacy
- - -------------------------------------- ---------------------------------
William T. Kerr, Chairman of the Board, Stephen M. Lacy,
Chief Executive Officer and Director Vice President-Chief Financial Officer
(Principal Executive Officer) (Principal Accounting and Financial
Officer)
/s/ E. T. Meredith, III /s/ Herbert M. Baum
- - -------------------------------------- ---------------------------------
E. T. Meredith III, Chairman of the Herbert M. Baum, Director
Executive Committee and Director
/s/ Mary Sue Coleman /s/ Frederick B. Henry
- - -------------------------------------- ---------------------------------
Mary Sue Coleman, Director Frederick B. Henry, Director
/s/ Joel W. Johnson /s/ Robert E. Lee
- - -------------------------------------- ---------------------------------
Joel W. Johnson, Director Robert E. Lee, Director
/s/ Richard S. Levitt /s/ Philip A. Marineau
- - -------------------------------------- ---------------------------------
Richard S. Levitt, Director Philip A. Marineau, Director
/s/ Nicholas L. Reding /s/ Jack D. Rehm
- - -------------------------------------- ---------------------------------
Nicholas L. Reding, Director Jack D. Rehm, Director
/s/ Barbara Uehling Charlton
----------------------------------
Barbara Uehling Charlton, Director
Exhibit 5
McDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
February 19, 1999
Meredith Corporation
1716 Locust Street
Des Moines, Iowa 50309-3023
Re: 1,000,000 Shares of Common Stock (par value $1.00 per share) for
Meredith Corporation's Dividend Reinvestment Plan (the "Plan")
Ladies and 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-3 (the "Registration Statement") for the registration under the Securities Act
of 1933, as amended, of 1,000,000 shares of the Company's Common Stock, $1.00
par value (the "Common Stock"), which may be purchased pursuant to the Plan. We
have examined or considered all such documents, corporate records, officer's
certificates and certificates of public officials, and other instruments as we
have deemed necessary or appropriate for the purposes of the opinion set forth
below. 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. Based on the foregoing, we are of the opinion that
the Common Stock, upon acquisition or when issued pursuant to the terms of the
Plan, will be duly authorized, 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
The Board of Directors
Meredith Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Des Moines, Iowa
February 15, 1999
