As filed with the Securities and Exchange Commission on December 15, 1994
Registration No. 33-37434
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
THE READER'S DIGEST ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1726769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Pleasantville, New York 10570-7000
(Address of Principal Executive Offices) (Zip Code)
The Reader's Digest Association, Inc. Employee Stock Purchase Plan
The Reader's Digest Association, Inc. Key Employee Long Term Incentive Plan
(Full titles of the plans)
C.H.R. DuPree, Esq.
Associate General Counsel
The Reader's Digest Association, Inc.
Pleasantville, New York 10570-7000
(Name and address of agent for service)
(914) 238-1000
(Telephone number, including area code, of agent for service)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.3 The Reader's Digest Association, Inc. Employee Stock
Purchase Plan (amendment and restatement as of July 8,
1994).
23.2 Consent of KPMG Peat Marwick LLP.
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-8 and has duly caused this post-effective amendment to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of New
Castle, State of New York, on this ninth day of December 1994.
THE READER'S DIGEST ASSOCIATION, INC.
By: James P. Schadt
James P. Schadt
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this post-effective amendment to the registration statement
has been signed below by the following persons in the capacities
and on the dates indicated:
Signature Title Date
George V. Grune Chairman of the Board; Director December 9, 1994
(George V. Grune)
James P. Schadt President and Chief Executive December 9, 1994
(James P. Schadt) Officer; Director
Melvin R. Laird Vice President and Senior December 9, 1994
(Melvin R. Laird) Counsellor; Director
Anthony W. Ruggiero Senior Vice President and Chief December 9, 1994
(Anthony W. Ruggiero) Financial Officer
Joseph G. NeCastro Vice President and Controller December 9, 1994
(Joseph G. NeCastro)
William G. Bowen Director December 9, 1994
(William G. Bowen)
Lynne V. Cheney) Director December 9, 1994
(Lynne V. Cheney)
M. Christine DeVita Director December 9, 1994
(M. Christine DeVita)
James E. Preston Director December 9, 1994
(James E. Preston)
Robert G. Schwartz Director December 9, 1994
(Robert G. Schwartz)
Walter V. Shipley Director December 9, 1994
(Walter V. Shipley)
C.J. Silas Director December 9, 1994
(C.J. Silas)
EXHIBIT INDEX
Exhibit Page
4.3 The Reader's Digest Association, Inc. Employee Stock
Purchase Plan (amendment and restatement as of July 8, 1994). 6
23.2 Consent of KPMG Peat Marwick LLP. 16
Exhibit 4.3
THE READER'S DIGEST ASSOCIATION, INC.
______________________________
EMPLOYEE STOCK PURCHASE PLAN
(Amendment and Restatement as of July 8, 1994)
______________________________
1. PURPOSE.
The Employee Stock Purchase Plan (the "Plan") of The
Reader's Digest Association, Inc. (the "Company") is designed to
provide an opportunity for the employees of the Company and its
Designated Subsidiaries (defined below) to purchase shares of the
Company's nonvoting common stock, $.01 par value per share
("Common Stock") through voluntary automatic payroll deductions
and to encourage such employees to continue in the employ of and
to exert their best efforts on behalf of the Company and such
subsidiaries. The Plan is intended to be an "employee stock
purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. CERTAIN TERMS.
(a) This Plan shall be administered and interpreted by
a committee appointed by the Board of Directors of the Company
(the "Board") as set forth in Section 12 (the "Committee").
(b) "Designated Subsidiaries" shall mean such
subsidiaries of the Company, 80 percent or more of the total
combined voting power of all classes of stock of which is owned,
directly or indirectly, by the Company, which are designated from
time to time by the Board or the Committee.
(c) "Offering" shall mean an offering of shares of
Common Stock ("Shares") for purchase hereunder.
(d) "Purchase Period" shall mean a period of up to six
months during which payroll deductions are to be made pursuant to
the Plan. Unless otherwise provided by the Committee, Purchase
Periods shall commence on January 1 and July 1 and shall be six
months in duration.
(e) "Gross Payroll Amount" shall mean the gross amount
of pay an employee would receive at each regular pay period
before the deduction of withholding, FICA, medical and dental
premiums, medical reimbursement accounts, amount contributed to a
trust pursuant to a qualified cash or deferred compensation
arrangement under Section 401(k) of the Code, and all other
amounts to be withheld, including deductions under this Plan, but
after the deduction of amounts withheld pursuant to deferred
compensation arrangements.
(f) An "Enrollment Period" shall mean the period of up
to thirty days beginning before the first day of a Purchase
Period, or such other period in advance of a Purchase Period as
the Company shall determine.
3. OFFERING UNDER THE PLAN; ELECTION TO PURCHASE.
(a) In each instance, the Committee shall determine
whether or not there will be an Offering. If the Committee shall
decide that there shall be an Offering, the Committee shall, in
advance of the Offering, determine: (i) the first and last days
of the Offering and the Purchase Period, (ii) the aggregate
number of Shares to be offered in a Purchase Period, (iii) the
maximum percentage of an employee's Gross Payroll Amount that he
may elect for payroll deductions described in Section 8, and (iv)
the maximum number, if any, of Shares which any employee may
purchase in any Purchase Period during such Offering; and shall
give each eligible employee written notice of such determinations
prior to the commencement of the Enrollment Period.
(b) Each eligible employee may elect to buy Shares in
any Purchase Period by completing, signing and delivering to the
Company, an Election and Authorization form in the form
prescribed by the Company prior to the commencement of the
Purchase Period which:
(i) specifies the percentage of his Gross Payroll
Amount (not in excess of the maximum set by the Committee) he
elects to have deducted and applied to purchase Shares hereunder;
(ii) authorizes the Company to make (or receive
from a Designated Subsidiary) the specified periodic payroll
deductions from his compensation during such Purchase Period or
until such earlier date as (x) he shall cancel or (if permitted
by the Committee) modify his authorization by filing an executed
cancellation or modification (in the time and form prescribed by
the Company) with the Company, (y) he shall have purchased the
maximum number of Shares he is entitled to purchase in the
Purchase Period, or (z) he shall have terminated employment with
the Company or Designated Subsidiary for purposes of Section 8 of
this Plan; and
(iii) specifies the exact name in which Shares
purchased by him in the Purchase Period are to be issued, which
shall be the full legal name of the employee.
(c) Each eligible employee who elects to participate
in the Plan during any Enrollment Period shall remain enrolled in
the Plan and shall continue to participate in each successive
Offering until the employee's authorization is cancelled or the
employee ceases to be eligible to participate in the Plan.
4. ELIGIBLE EMPLOYEES.
All regular, full-time employees of the Company and of the
Designated Subsidiaries at the commencement of a Purchase Period
shall be eligible employees under this Plan with respect to such
Purchase Period, except:
(a) employees who at the commencement of the Purchase
Period have been employed by the Company or a Designated
Subsidiary for less than 30 days;
(b) employees whose customary employment by the
Company or a Designated Subsidiary at the commencement of a
Purchase Period is 20 hours or less per week;
(c) employees whose customary employment by the
Company or a Designated Subsidiary at the commencement of a
Purchase Period is for not more than five months in any calendar
year; and
(d) any employee who, as of the first day of a
Purchase Period, would own stock or hold outstanding options to
purchase stock, possessing in the aggregate (as determined under
Sections 423 and 424 of the Code) five percent or more of the
total combined voting power or value of all classes of stock of
the Company or of any subsidiary.
5. NUMBER OF SHARES PURCHASABLE.
(a) The maximum number of Shares that may be purchased
by any eligible employee during a Purchase Period shall be
determined by the Committee in its sole discretion. Such
limitation shall be expressed both as a maximum percentage of an
eligible employee's Gross Payroll Amount that may be deducted and
applied to the purchase of Shares hereunder (which percentage
shall be uniform as to all eligible employees), and a maximum
number of Shares that may be purchased by an eligible employee
hereunder. An eligible employee may elect to purchase all or any
part of such maximum number of Shares by so indicating in such
employee's Election and Authorization form.
(b) The amount of any payroll deduction made pursuant
to Section 8, or of any payment to be made hereunder to an
employee or his legal representative, in a currency other than
United States dollars shall be converted to or from United States
dollars, as the case may be, based on the exchange rate in effect
on the date the Company receives such deduction or makes such
payment, respectively. The Committee shall determine the
applicable exchange rate by any reasonable method, which may be
based on the exchange rate actually available to the Company in
the ordinary course of business on the date of such conversion.
(c) If at any time during a Purchase Period the number
of Shares which all eligible employees have duly elected to
purchase through authorized payroll deductions but which have not
yet been purchased (the "aggregate Shares elected") would cause
the aggregate number of Shares to be acquired in the Purchase
Period to exceed the number of Shares designated by the Committee
as available for purchase in such Purchase Period, the Shares
which may thereafter be purchased by each employee shall be
reduced from the number so elected on a pro rata basis in the
proportion that the number of Shares so elected by each such
employee bears to the aggregate number of Shares elected by all
such employees. The reductions shall be determined by the
Committee by any reasonable method such that the aggregate number
of Shares sold in the Purchase Period shall be not more than and
as nearly equal as possible to the number of Shares originally
designated by the Committee as available for purchase in such
Purchase Period. No fractional Shares may be purchased unless
the Committee otherwise provides.
(d) Notwithstanding any other provision of this Plan,
no employee shall be entitled to purchase Shares in any Purchase
Period to the extent such purchase would permit such employee to
accrue (as determined under Section 423 of the Code) the right to
purchase under this Plan and under all other employee stock
purchase plans of the Company and its subsidiaries, the right or
option to so purchase at a rate which exceeds $25,000 of fair
market value of such stock, determined at the time such right or
option is granted, for any calendar year in which such right or
option is outstanding at any time.
6. SHARES SUBJECT TO THE PLAN.
The Shares which may be offered under this Plan may be
authorized and issued Common Stock, authorized and unissued
Common Stock or Common Stock reacquired by the Company and held
in its treasury. The maximum aggregate number of shares of Common
Stock which may be made available by the Committee for purchase
and issued under this Plan is 1,650,000, subject to any increase
or decrease pursuant to Section 11. All Shares offered in any
Offering which for any reason are not purchased shall be included
in the Shares available for subsequent Offerings.
7. PRICE.
The price at which Shares may be purchased in any Purchase
Period shall be 85% of the lower of the fair market value of the
Common Stock on the first day of the Purchase Period and the last
day of the Purchase Period on which the Common Stock is traded
(or if the Common Stock is not listed for trading, on the first
or last business day of the Purchase Period) or such greater
percentage as determined by the Committee with the approval of
the Board. As used in this Section 7, "fair market value" shall
mean the mean between the high and low sales prices on the
applicable date, or if no sales price is available for such date,
the mean between the closing bid and asked prices for such date,
of a Share of Common Stock (i) as reported by the principal
national securities exchange in the United States on which it is
then traded, or (ii) if not traded on any such national
securities exchanges, as quoted on an automated quotation system
sponsored by the National Association of Securities Dealers, or
if the Common Stock shall not have been reported or quoted on
such date, on the first day prior thereto on which the Common
Stock was reported or quoted. If the Common Stock is not readily
tradeable on a national securities exchange or any system
sponsored by the National Association of Securities Dealers, its
fair market value shall be set by the Board on the advice of an
investment advisor in good faith.
8. PAYROLL DEDUCTIONS; PURCHASE OF SHARES; RIGHTS OF
CANCELLATION; RIGHTS ON TERMINATION OF EMPLOYMENT OR
DEATH.
(a) Except as otherwise provided herein, Shares
purchased under this Plan shall be paid for primarily by payroll
deductions during the Purchase Period. All funds received under
this Plan, either through payroll deductions or cash deposits,
shall be applied to the purchase of Common Stock hereunder as of
the last day of a Purchase Period on which the Common Stock is
traded, or if the Common Stock is not listed for trading, on the
last business day of a Purchase Period. Such Shares shall be
allocated to the accounts of individual employees as soon as
practicable after the purchase.
(b) Each employee may cancel his election to purchase
additional Shares through payroll deductions in any Purchase
Period under this Plan by giving ten business days prior written
notice of cancellation to the Company on the form prescribed by
the Company. In such case, no further amounts shall be withheld
for the account of such employee through payroll deductions in
respect of such Purchase Period (but such employee shall not be
precluded from participating in a subsequent Purchase Period by
reason of such revocation). Any amount theretofore deducted
under this Plan for such employee's account and not yet applied
to the purchase of Shares shall not be paid to the employee but
shall be applied to the purchase of Common Stock in accordance
with the otherwise applicable provisions of the Plan.
(c) If the employment with the Company or any
Designated Subsidiary of any eligible employee who has delivered
a completed and duly executed Election and Authorization form for
any Purchase Period (an "electing employee") shall terminate
prior to the end of such Purchase Period because of his
retirement or death, or because the subsidiary with which he is
employed ceases to be a Designated Subsidiary during such
Purchase Period, then: (i) all further payroll deductions
hereunder shall cease and amounts theretofore deducted under the
Plan for his account shall be applied to purchase Shares in
accordance with the otherwise applicable provisions of the Plan.
For purposes of this Plan, "retirement" shall mean termination of
employment by an employee who is at least 55 years of age after
at least five years of employment by the Company and/or a
Designated Subsidiary. If the full time regular employment of
any eligible employee with the Company or a Designated Subsidiary
shall terminate prior to the end of a Purchase Period for any
other reason, then the electing employee shall be deemed to have
revoked his election to have payroll deductions made and applied
to purchase Shares in the Purchase Period as of the date of such
termination and the amount theretofore deducted under the Plan
for his account and not applied to the purchase of Shares shall
be paid to such employee as soon as practicable. The transfer of
an eligible employee from the Company or a Designated Subsidiary
to another Designated Subsidiary or to the Company or to any
affiliate as defined in Section 414 of the Code, shall not
constitute a termination of employment under this Section 8.
(d) No employee may modify the percentage of Gross
Payroll Amount that he has elected to have deducted on the
Election and Authorization form delivered to the Company unless
pursuant to a revocation or cancellation hereunder, or unless the
Committee otherwise provides as to all eligible employees.
9. ISSUE OF SHARES.
(a) No employee shall have any rights as a stockholder
with respect to any Shares which he may elect to purchase under
the Plan prior to the date of purchase of such Shares for his
account. A statement reflecting the allocation of Shares
purchased under the Plan to individual employee accounts shall be
delivered on a periodic basis to the employees. Upon the request
of an employee, certificates representing Shares purchased under
this Plan for the account of such employee shall be issued as
soon as practicable and delivered to such employee. The cost of
issuance of such Share certificates shall be borne by the
requesting employee.
(b) The Company shall not be required to issue, or
deliver any certificates for, Shares of Common Stock prior to (i)
the listing of such Shares on any stock exchange on which the
Common Stock may then be listed; and (ii) the completion of any
registration or qualification of such Shares under any federal or
state securities or other law, or any ruling or regulation of any
government body which the Company shall, in its sole discretion,
determine to be necessary or advisable.
10. ASSIGNABILITY.
No assignment or transfer by an employee, former employee or
his legal representative of any option, election to purchase
Shares, or any other interest under this Plan will be recognized
or of any force or effect; any purported assignment or transfer,
whether voluntary or by operation of law (except by will or the
laws of descent and distribution), shall have the effect of
terminating such option, election to purchase or other interest.
An employee's option and election to purchase shall be
exercisable, during his lifetime, only by him. If an election to
purchase is terminated by reason of the provisions of this
Section 10, the only right thereafter continuing shall be the
right to have the amount of payroll deductions then credited to
the employee's account which have not been applied to the
purchase of Shares paid to the employee or his legal
representative.
11. ADJUSTMENTS IN EVENT OF CHANGE IN CAPITAL STOCK.
In the event of any change in the capital stock of the
Company by reason of any stock dividend or distribution, stock
split or reverse stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of
shares, distribution with respect to its outstanding Common Stock
of capital stock other than Common Stock, reclassification of its
capital stock, issuance of warrants or options to purchase any
Common Stock or securities convertible into Common Stock, or
rights offering to purchase capital stock at a price below fair
market value other than pursuant to this Plan, or any similar
change affecting the capital stock of the Company; then the
aggregate number and kind of Shares or other securities which
thereafter may be sold under the Plan and the number and kind of
Shares or other securities which may be purchased under any
outstanding Offering and the purchase price thereof shall be
appropriately adjusted consistent with such change in such manner
as the Committee may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available
for, eligible employees under the Plan and any such adjustment
determined by the Committee in good faith shall be binding and
conclusive on the Company, Designated Subsidiaries and all
employees and their respective heirs, executors, administrators,
successors and assigns.
12. ADMINISTRATION OF THE PLAN.
The Committee shall be appointed from time to time by the
Board and shall consist of three or more Directors, none of whom
shall be eligible to participate in the Plan. The Committee
shall have full authority to construe and interpret the terms and
provisions of the Plan and each Offering hereunder, to adopt,
alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the
delegation of its administrative responsibilities, as it shall,
from time to time, deem advisable, and to otherwise supervise the
administration of the Plan. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the
Plan, or in the terms of any Offering hereunder, in the manner
and to the extent it shall deem necessary to carry the Plan into
effect. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the
Board, or the Committee (or any of its members) arising out of or
in connection with the Plan shall be within the absolute
discretion of all and each of them, as the case may be, and shall
be final, binding and conclusive on the Company, Designated
Subsidiaries and all employees and their respective heirs,
executors, administrators, successors and assigns.
Notwithstanding the foregoing, all employees participating in the
Plan shall have the same rights and privileges under the Plan,
except to the extent permitted by Section 423(b)(5) of the Code.
No member of the Board, no employee of the Company and no member
of the Committee (nor the Committee itself) shall be liable for
any act or action hereunder, whether of omission or commission,
by any other member or employee or by any agent to whom duties in
connection with the administration of the Plan have been
delegated or, except in circumstances involving his bad faith,
gross negligence or fraud, for anything done or omitted to be
done by himself. The Company or the Committee may consult with
legal counsel, who may be counsel for the Company or other
counsel, with respect to its obligations or duties hereunder, or
with respect to any action or proceeding or any question of law,
and shall not be liable with respect to any action taken or
omitted by it in good faith pursuant to the advice of such
counsel.
13. COMPLIANCE WITH GOVERNMENT LAW AND REGULATIONS;
GOVERNING LAW.
This Plan, each Offering hereunder, and the obligation of
the Company to sell and deliver Common Stock hereunder shall be
subject to all applicable Federal and state laws, rules and
regulations and to such approvals by any governmental or
regulatory agency as may from time to time be required, by or of
the country in which the Company and any Designated Subsidiary,
as the case may be, is incorporated. The Board of Directors of
the Company may make such changes in this Plan as may be
necessary or desirable, in the opinion of the Board, to comply
with the laws, rules and regulations of any governmental or
regulatory authority, or to be eligible for tax benefits under
the Code, or any other laws or regulations of any Federal, state,
local or foreign government. This Plan and actions taken in
connection herewith shall be governed and construed in accordance
with the laws of the State of New York (regardless of the law
that might otherwise govern under applicable New York principles
of conflict of laws).
14. COMPANY'S PAYMENT OF EXPENSES RELATED TO THE PLAN.
Except as otherwise specifically provided herein, the
Company will bear all expenses incurred in administering this
Plan, including any brokerage fees incurred upon the purchase of
Shares.
15. PLAN AND RIGHTS TO PURCHASE COMMON STOCK NOT TO CONFER
RIGHT WITH RESPECT TO CONTINUANCE OF EMPLOYMENT.
This Plan and any Offering or other rights to purchase
Common Stock granted under this Plan shall not confer upon any
employee any right with respect to continuance of employment by
the Company or any subsidiary, nor shall they be a limitation in
any way on the right of the Company or any subsidiary by which an
employee is employed to terminate his employment at any time.
16. WITHHOLDING OF TAXES.
The Company shall have the right to deduct from any payment
to be made pursuant to this Plan, or to otherwise require, prior
to the issuance or delivery of any Shares or the payment of any
cash hereunder, payment by each eligible employee of, any taxes
required by applicable law to be withheld.
The Committee may permit any such withholding obligation to
be satisfied by reducing the number of Shares otherwise
deliverable. A person required to file reports under Section
16(a) of the Securities Exchange Act of 1934 with respect to
securities of the Company may elect to have a sufficient number
of Shares withheld to fulfill such tax obligations (hereinafter a
"Withholding Election") only if the election complies with such
conditions as are necessary to prevent the withholding of such
Shares from being subject to Section 16(b) of the Securities
Exchange Act of 1934. To the extent necessary under then current
law, such conditions shall include the following: (x) the
Withholding Election shall be subject to the disapproval of the
Committee and (y) the Withholding Election is made (i) during the
period beginning on the third business day following the date of
release for publication of the quarterly or annual summary
statements of sales and earnings of the Company and ending on the
twelfth business day following such date, (ii) six months before
the Shares become taxable, or (iii) during any other period in
which a Withholding Election may be made under the provisions of
Rule 16b-3 promulgated pursuant to the Act. Any fraction of a
Share required to satisfy such tax obligations shall be
disregarded and the amount due shall be paid instead in cash by
the employee.
17. GENERAL.
(a) The Committee shall accumulate and hold for each
employee's account any amounts deducted from his compensation
pursuant to this Plan and amounts deposited as a lump sum payment
and shall maintain book-entry accounts for each electing employee
to account for payroll deductions made by the employee. Interest
will not be credited or paid with respect to any account
hereunder. Any amounts deducted that are not used to purchase
shares will be refunded to the employee.
(b) Unless the Committee otherwise provides, only full
Shares may be purchased under this Plan. Fractions of shares may
be maintained in employee accounts hereunder; however, no
certificates for fractions of Shares shall be issued. Instead,
the employee shall receive a cash payment in lieu thereof.
(c) In the event of a termination of the Plan during a
Purchase Period, all amounts credited to employee accounts
hereunder which have not been applied to the purchase of Shares
shall be refunded to the employees for whose accounts they are
credited.
(d) Payment for the purchase price of Shares here
under shall be made in United States dollars.
18. AMENDMENT OR DISCONTINUANCE.
Notwithstanding any other provision of this Plan, the Board
may at any time, and from time to time, amend, in whole or in
part, any or all of the provisions of the Plan, or suspend or
terminate it entirely, retroactively or otherwise; provided,
however, that any such amendment, suspension or termination may
not, without the employee's consent, adversely affect any rights
outstanding at the time of such amendment, suspension or
termination to purchase Shares for the balance of a Purchase
Period pursuant to any Offering hereunder. The Plan will
terminate in any event when the Committee determines that all or
substantially all of the Shares reserved for purposes of the Plan
have been issued.
19. CONSTRUCTION.
Wherever any words are used in this Plan in the masculine
gender they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply, and
wherever any words are used herein in the singular form they
shall be construed as though they were also used in the plural
form in all cases where they would so apply. The titles to
sections of this Plan are intended solely as a convenience and
shall not be used as an aid in construction of any provisions
thereof.
20. NAME.
This Plan shall be known as "The Reader's Digest
Association, Inc. Employee Stock Purchase Plan."
21. EFFECTIVE DATE.
The Plan originally became effective upon November 22, 1989
and was approved by the holders of a majority of the capital
stock of the Company entitled to vote thereon on November 22,
1989. The effective date of the amended and restated Plan is
July 8, 1994, subject to the approval of the Plan by the holders
of a majority of the capital stock of the Company within one year
after the amended and restated plan is adopted.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Stockholders and Board of Directors
The Reader's Digest Association, Inc.
We consent to the incorporation by reference in the Post-
Effective Amendment No.1 to the Registration Statement on Form S-
8 (Registration No. 33-37434) of The Reader's Digest Association,
Inc. of our reports dated September 7, 1994, relating to the
consolidated balance sheets of The Reader's Digest Association,
Inc. and subsidiaries as of June 30, 1994 and 1993 and the
related consolidated statements of income, changes in
stockholders' equity, and cash flows and related schedules for
each of the years in the three-year period ended June 30, 1994,
which reports appear in or are incorporated by reference in the
Annual Report on Form 10-K of The Reader's Digest Association,
Inc. for the fiscal year ended June 30, 1994.
KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
December 13, 1994
