SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CML Group, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
125820100
(CUSIP Number)
Connie K. Beck
Vice President, Corporate Secretary and Associate General Counsel
The Reader's Digest Association, Inc.
Pleasantville, NY 10570-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
CUSIP No. 12-5820100
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
The Reader's Digest Association, Inc.
2) Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [ ]
3) SEC Use Only
4) Source of Funds: WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power
2,890,950
8) Shared Voting Power
9) Sole Dispositive Power
2,890,950
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned By Each Reporting Person
2,890,950
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
5.6
14) Type of Reporting Person: CO
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $.10 par value
("CML Common Stock"), of CML Group, Inc. ("CML"), a Delaware
corporation. The principal executive offices of CML are located
at 524 Main Street, Acton, Massachusetts 01720.
Item 2. Identity and Background.
This Statement is being filed by The Reader's Digest
Association, Inc., a Delaware corporation primarily engaged in
the publishing business ("RDA") with its principal business and
offices at Pleasantville, New York 10570.
The name, citizenship, business address, and present
principal occupation or employment or each executive officer and
director of RDA, and of each of the executive officers and
directors of the DeWitt Wallace-Reader's Digest Fund, Inc. and
the Lila-Wallace Reader's Digest Fund, Inc. (collectively, the
"Wallace-Reader's Digest Funds"), as well as the name, principal
business and address of the corporation or organization in which
such occupation or employment is conducted, are set forth in
Attachment 1 to this Statement.
During the last five years, neither RDA, nor to the best
of RDA's knowledge, any executive officer or director of RDA or
either of the Wallace-Reader's Digest Funds or any executive
officer or director of either of the Wallace-Reader's Digest
Funds (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which such person was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
RDA purchased various securities of CML on March 1, 1979,
June 25, 1980 and June 18, 1981 for an aggregate consideration of
$5,329,500, which, after conversions and stock splits, have
yielded the shares of CML Common Stock referred to in Item 5 of
this Statement. RDA obtained the funds for the acquisition of
such securities from its general corporate funds.
Item 4. Purpose of Transaction.
RDA is holding the securities of CML described in Item 5
for investment. RDA intends to review on a continuing basis its
investment in CML, and may, depending on the business and
prospects of CML, market conditions and other investment
considerations, determine to purchase additional shares of CML
Common Stock for investment, or decrease or dispose of its
interest in CML, at such prices and terms and in such manner as
it may deem advisable.
Item 5. Interest in Securities of the Issuer.
RDA owns directly 2,890,950 shares of CML Common Stock.
Except as shown on Attachment 2 to this Statement, none of the
executive officers or directors of RDA, neither of the Wallace-
Reader's Digest Funds, nor any of the executive officers or
directors of either of the Wallace-Reader's Digest Funds owns
directly any shares of CML Common Stock or has engaged in any
transactions in such securities during the past 60 days.
Attachment 3 to this Statement restates RDA's
transactions, since the filing of this Statement, in CML Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither RDA nor, to the best of RDA's knowledge, any
executive officer or director of RDA, or either of the Wallace-
Reader's Digest Funds or any executive officer or director of
either of the Wallace-Reader's Digest Funds has any contract,
arrangement, understanding or relationship with each other or any
other person with respect to the securities of CML.
Item 7. Material to be Filed as Exhibits.
None.
Signature.
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Dated: July 25, 1994
THE READER'S DIGEST ASSOCIATION, INC.
By Connie K. Beck
Connie K. Beck
Vice President, Corporate Secretary
and Associate General Counsel
THE READER'S DIGEST ASSOCIATION, INC.
Attachment 1
to
Schedule 13D re CML Group, Inc.
I. The following table sets forth certain information concerning each of the
directors of The Reader's Digest Association, Inc. ("RDA"). Unless otherwise
specified herein, the business address of The Reader's Digest Association,
Inc. is Pleasantville, NY 10570.
Name: William G. Bowen
Citizenship: United States of America
Principal Occupation: President, The Andrew W. Mellon Foundation
Business Address: The Andrew W. Mellon Foundation, 140 East
62nd Street, NY, NY 10021
Name: Lynne V. Cheney
Citizenship: United States of America
Principal Occupation: W.H. Brady, Jr. Distinguished Fellow, American
Enterprise Institute for Public Policy Research
Business Address: American Enterprise Institute for Public Policy Research,
1150 17th Street, N.W.,
Washington, D.C. 20036
Name: M. Christine DeVita
Citizenship: United States of America
Principal Occupation: President, DeWitt Wallace-Reader's Digest Fund,
Inc.
President, Lila Wallace-Reader's Digest Fund, Inc.
Business Address: DeWitt Wallace-Reader's Digest Fund, Inc.,
261 Madison Avenue, NY, NY 10016
Lila Wallace-Reader's Digest Fund, Inc.,
261 Madison Avenue, NY, NY 10016
Name: George V. Grune
Citizenship: United States of America
Principal Occupation: Chairman of the Board and Chief Executive
Officer, RDA
Business Address: The Reader's Digest Association, Inc.
Name: Melvin R. Laird
Citizenship: United States of America
Principal Occupation: Vice President & Senior Counsellor, RDA
Business Address: The Reader's Digest Association, Inc., 1730
Rhode Island Avenue, N.W., Suite 212,
Washington, D.C. 20036
Name: James E. Preston
Citizenship: United States of America
Principal Occupation: Chairman and Chief Executive Officer,
Avon Products, Inc.
Business Address: Avon Products, Inc., 9 West 57th Street,
New York, NY 10019
Name: James P. Schadt
Citizenship: United States of America
Principal Occupation: President and Chief Operating Officer, RDA
Business Address: The Reader's Digest Association, Inc.
Name: Robert G. Schwartz
Citizenship: United States of America
Principal Occupation: Director, Metropolitan Life Insurance Company
Business Address: Metropolitan Life Insurance Company, MetLife Building,
200 Park Avenue, Suite 5700, NY, NY 10166
Name: Walter V. Shipley
Citizenship: United States of America
Principal Occupation: Chairman & Chief Executive Officer, Chemical
Banking Corporation
Business Address: Chemical Banking Corporation, 270 Park Avenue,
NY, NY 10017-2070
Name: C.J. (Pete) Silas
Citizenship: United States of America
Principal Occupation: Retired Chairman & Chief Executive Officer,
Phillips Petroleum Company
Business Address: Phillips Petroleum Company, P.O. Box 2127,
Bartlesville, OK 74005-2127
II. The following table sets forth certain information concerning each of the
executive officers of The Reader's Digest Association, Inc. ("RDA").
Name: Peter J. Davenport
Citizenship: United Kingdom
Principal Occupation: Senior Vice President, Global Direct Marketing
Business Address: The Reader's Digest Association, Inc.
Name: Kenneth A. Gordon
Citizenship: United States of America
Principal Occupation: Senior Vice President and President, Reader's
Digest U.S.A.
Business Address: The Reader's Digest Association, Inc.
Name: Joseph M. Grecky
Citizenship: United States of America
Principal Occupation: Senior Vice President, Human Resources
Business Address: The Reader's Digest Association, Inc.
Name: George V. Grune [see Section I above]
Name: Heikki K. Helenius
Citizenship: Finland
Principal Occupation: Vice President and President, Reader's Digest
Europe
Business Address: The Reader's Digest Association, Inc.
Name: Carole M. Howard
Citizenship: United States of America
Principal Occupation: Vice President, Public Relations and
Communications Policy
Business Address: The Reader's Digest Association, Inc.
Name: Thomas M. Kenney
Citizenship: United States of America
Principal Occupation: Vice President and President, U.S. Magazine
Publishing
Business Address: The Reader's Digest Association, Inc.
Name: Bruce G. Koe
Citizenship: United States of America
Principal Occupation: Vice President, Operations
Business Address: The Reader's Digest Association, Inc.
Name: Marcia M. Lefkowitz
Citizenship: United States of America
Principal Occupation: Vice President, Marketing, Reader's Digest
U.S.A.
Business Address: The Reader's Digest Association, Inc.
Name: Barbara J. Morgan
Citizenship: United States of America
Principal Occupation: Vice President and Editor-in-Chief, Condensed
Books
Business Address: The Reader's Digest Association, Inc.
Name: Kenneth A. Nelson
Citizenship: United States of America
Principal Occupation: Vice President, Management Information Systems
Business Address: The Reader's Digest Association, Inc.
Name: Martin J. Pearson
Citizenship: Australia
Principal Occupation: Vice President and President, Reader's Digest
Pacific
Business Address: The Reader's Digest Association, Inc.
Name: John A. Pope, Jr.
Citizenship: United States of America
Principal Occupation: Vice President and Editor-in-Chief, General
Books
Business Address: The Reader's Digest Association, Inc., 260 Madison
Avenue, NY, NY 10016
Name: Anthony W. Ruggiero
Citizenship: United States of America
Principal Occupation: Senior Vice President and Chief Financial Officer
Business Address: The Reader's Digest Association, Inc.
Name: Kenneth Y. Tomlinson
Citizenship: United States of America
Principal Occupation: Vice President and Editor-in-Chief, Reader's
Digest magazine
Business Address: The Reader's Digest Association, Inc.
Name: William H. Willis
Citizenship: United States of America
Principal Occupation: Vice President and President, Special Markets
Group
Business Address: The Reader's Digest Association, Inc.
III. The following table sets forth certain information concerning each of
the directors of the DeWitt Wallace-Reader's Digest Fund, Inc. and of
the Lila-Wallace-Reader's Digest Fund, Inc.
Name: William G. Bowen [see Section I above]
Name: M. Christine DeVita [see Section I above]
Name: George V. Grune [see Section I above]
Name: Melvin R. Laird [see Section I above]
Name: Laraine S. Rothenberg
Citizenship: United States of America
Principal Occupation: Partner
Business Address: Fried, Frank, Harris, Shriver & Jacobson,
One New York Plaza, New York, NY 10004-1980
Name: James P. Schadt [see Section I above]
Name: Walter V. Shipley [see Section I above]
Name: C.J. (Pete) Silas [see Section I above]
IV. The following table sets forth certain information concerning each of
the executive officers of the DeWitt Wallace-Reader's Digest Fund, Inc. and
of the Lila Wallace-Reader's Digest Fund, Inc.
Name: Jessica Chao
Citizenship: United States of America
Principal Occupation: Vice President and Corporate Secretary,
DeWitt Wallace-Reader's Digest Fund, Inc.
Vice President and Corporate Secretary,
Lila Wallace-Reader's Digest Fund, Inc.
Business Address: DeWitt Wallace-Reader's Digest Fund, Inc.,
261 Madison Avenue, NY, NY 10016
Lila Wallace-Reader's Digest Fund, Inc.,
261 Madison Avenue, NY, NY 10016
Name: M. Christine DeVita [see Section I above]
Name: George V. Grune [see Section I above]
Name: Rob D. Nagel
Citizenship: United States of America
Principal Occupation: Chief Financial Officer and Treasurer,
DeWitt Wallace-Reader's Digest Fund, Inc.
Chief Financial Officer and Treasurer,
Lila Wallace-Reader's Digest Fund, Inc.
Business Address: DeWitt Wallace-Reader's Digest Fund, Inc.,
261 Madison Avenue, NY, NY 10016
Lila Wallace-Reader's Digest Fund, Inc.,
261 Madison Avenue, NY, NY 10016
THE READER'S DIGEST ASSOCIATION, INC.
Attachment 2
to
Schedule 13D re CML Group, Inc.
Number of Shares
Name Beneficially Owned Voting and Investment Power
Bruce G. Koe 800 Shared with Linda M. Koe
Melvin R. Laird 11,000 Sole
Kenneth Y. Tomlinson 1,200 Sole
Attachment 3
to
Schedule 13D re CML Group, Inc.
<TABLE>
<CAPTION>
SUMMARY OF CML TRANSACTIONS 1985-1994
TRANSACTIONS/EVENTS
Shares Price/ Total Shares Owned
Date Bought/Sold #Shares Share Proceeds After Trans.
<C> <C> <C> <C> <C> <C>
1/18/85 Start 1,136,000 1,136,000
7/23/86 Sold 2,000 $17.65 $ 34,750.00 1,134,000
7/25/86 Sold 8,000 17.65 139,000.00 1,126,000
8/15/86 Sold 50,000 17 850,000.00 1,076,000
12/15/86 Sold 100,000 16.35 1,635,000.00 976,000
N/A Sold 1,100 N/A N/A 974,900
3/31/89 BALANCE 974,900 974,900
2/91 Sold 50,000 6.65 3,325,637.00 924,900
3/22/91 Sold 62,000 7.02 4,354,422.00 862,900
8/16/91 2-for-1 Split 862,900 1,725,800
10/22/91 Sold 26,700 22.93 477,809.23 1,699,100
10/23/91 Sold 23,300 20.51 477,809.00 1,675,800
10/29/91 Sold 36,000 20.73 746,223.00 1,639,800
10/30/91 Sold 14,000 20.32 284,475.00 1,625,800
12/16/91 Sold 15,000 26.43 396,426.56 1,610,800
12/18/91 Sold 5,000 27.80 139,016.95 1,605,800
12/19/91 Sold 10,500 27.20 285,561.27 1,595,300
12/20/91 Sold 11,000 27.54 302,913.00 1,584,300
12/23/91 Sold 18,500 28.55 528,237.00 1,565,800
12/23/91 Sold 5,000 29.68 148,392.00 1,560,800
12/24/91 Sold 7,000 29.68 207,748.00 1,553,800
12/31/91 Sold 15,000 26.71 400,614.00 1,538,800
6/05/92 Sold 5,000 45.37 226,850.00 1,533,800
6/08/92 Sold 5,000 44.76 223,800.00 1,528,800
6/09/92 Sold 10,000 46.68 466,800.00 1,518,800
6/11/92 Sold 5,000 46.54 232,700.00 1,513,800
6/12/92 Sold 5,000 47.16 235,800.00 1,508,800
6/15/92 Sold 2,800 47.95 134,260.00 1,506,000
6/16/92 Sold 10,000 45.95 459,500.00 1,496,000
6/17/92 Sold 7,500 45.98 344,850.00 1,488,500
6/18/92 Sold 7,500 45.31 339,825.00 1,481,000
6/19/92 Sold 10,000 45.43 454,300.00 1,471,000
6/22/92 Sold 10,000 46.71 467,100.00 1,461,000
6/23/92 Sold 10,000 46.92 469,200.00 1,451,000
6/24/92 Sold 10,000 46.67 466,700.00 1,441,000
6/25/92 Sold 12,000 45.33 543,960.00 1,429,000
N/A Sold 5,000 N/A N/A 1,424,000
7/1/92 Balance Fwd 1,424,000
8/5/92 2-for-1 Split 1,424,000 12.00 2,848,000
8/31/92 Sold 50,000 19.81 990,699.88 2,798,000
Shares Price/ Total Shares Owned
Date Bought/Sold #Shares Share Proceeds After Trans.
9/8/92 Sold 15,000 $20.33 $ 304,958.71 2,783,000
9/9/92 Sold 15,000 20.50 307,522.12 2,768,000
9/10/92 Sold 15,000 20.45 306,697.15 2,753,000
9/11/92 Sold 15,000 21.00 315,021.87 2,738,000
9/14/92 Sold 15,000 21.19 317,822.28 2,723,000
9/15/92 Sold 20,000 22.66 453,153.06 2,703,000
9/16/92 Sold 20,000 22.58 451,528.11 2,683,000
9/17/92 Sold 20,000 22.55 451,028.13 2,663,000
9/18/92 Sold 20,000 22.72 454,402.02 2,643,000
9/21/92 Sold 20,000 23.00 460,027.83 2,623,000
9/22/92 Sold 15,000 22.58 338,770.58 2,608,000
9/23/92 Sold 15,000 23.67 355,019.54 2,593,000
9/24/92 Sold 20,000 23.09 461,777.77 2,573,000
9/25/92 Sold 20,000 23.10 461,901.77 2,553,000
9/28/92 Sold 85,000 25.19 2,140,735.10 2,468,000
9/29/92 Sold 20,000 26.00 520,025.83 2,448,000
9/30/92 Sold 35,000 25.97 908,792.25 2,413,000
10/01/92 Sold 20,000 25.47 509,400.18 2,393,000
10/02/92 Sold 20,000 25.35 506,962.26 2,373,000
12/09/92 Sold 35,000 27.75 971,293.16 2,338,000
12/15/92 Sold 32,000 31.02 992,599.18 2,306,000
1/28/93 Sold 10,000 34.25 342,510.16 2,296,000
1/29/93 Sold 10,000 32.87 328,722.61 2,286,000
2/1/93 Sold 10,000 34.25 342,510.16 2,276,000
2/16/93 Sold 10,000 30.88 308,761.29 2,266,000
2/17/93 Sold 5,000 30.00 150,005.79 2,261,000
2/18/93 Sold 5,000 28.90 144,505.97 2,256,000
2/19/93 Sold 5,000 29.38 146,880.89 2,251,000
2/22/93 Sold 5,000 29.83 149,130.82 2,246,000
2/23/92 Sold 5,000 29.63 148,130.85 2,241,000
3/8/93 Sold 5,000 29.88 149,380.87 2,236,000
4/6/93 Sold 64,300 36.14 2,323,734.72 2,171,700
4/7/93 Sold 22,500 35.53 799,471.66 2,149,200
6/15/93 Sold 5,000 39.00 195,004.29 2,144,200
6/16/93 Sold 5,000 39.63 198,129.18 2,139,200
6/17/93 Sold 2,000 41.00 82,001.58 2,137,200
6/18/93 Sold 1,000 40.50 40,500.80 2,136,200
6/18/93 Sold 4,000 40.00 160,003.30 2,132,200
6/21/93 Sold 1,200 41.50 49,800.92 2,131,000
6/21/93 Sold 2,700 41.95 113,261.22 2,128,300
6/21/93 Sold 2,300 40.88 94,014.33 2,126,000
6/22/93 Sold 1,000 41.63 41,625.77 2,125,000
6/22/93 Sold 1,800 41.00 73,801.42 2,123,200
Shares Price/ Total Shares Owned
Date Bought/Sold #Shares Share Proceeds After Trans.
6/22/93 Sold 1,000 $41.49 $ 41,490.77 2,122,200
6/22/93 Sold 3,000 41.75 125,252.30 2,119,200
6/22/93 Sold 500 41.13 20,562.89 2,118,700
6/22/93 Sold 1,000 41.25 41,250.78 2,117,700
6/22/93 Sold 1,000 41.75 41,750.76 2,116,700
6/23/93 Sold 1,000 41.50 41,500.77 2,115,700
6/23/93 Sold 1,000 40.75 40,750.80 2,114,700
6/24/93 Sold 1,000 39.88 39,875.82 2,113,700
6/24/93 Sold 1,000 39.50 39,500.83 2,112,700
6/30/93 Sold 2,000 38.75 77,501.73 2,110,700
7/1/93 Sold 2,000 38.75 77,501.73 2,108,700
7/2/93 Sold 2,000 38.94 77,876.72 2,106,700
7/6/93 Sold 40,000 38.53 1,541,370.89 2,066,700
7/9/93 Sold 30,000 40.17 1,205,037.58 2,036,700
7/12/93 Sold 25,000 39.11 977,633.87 2,011,700
7/14/93 Sold 1,000 39.75 39,750.00 2,010,700
8/17/93 3-for-2 Split 1,005,350 0.00 3,016,050
10/18/93 Sold 5,000 29.95 149,745.00 3,011,050
10/18/93 Sold 5,000 29.95 149,745.00 3,006,050
10/18/93 Sold 10,000 30.20 301,989.91 2,996,050
10/19/93 Sold 10,000 30.55 305,489.80 2,986,050
10/22/93 Sold 10,000 30.20 301,989.91 2,976,050
10/25/93 Sold 10,000 30.82 308,239.70 2,966,050
10/26/93 Sold 10,000 31.26 312,614.56 2,956,050
11/08/93 Sold 10,000 30.14 301,364.93 2,946,050
11/09/93 Sold 10,000 31.76 317,614.39 2,936,050
11/12/93 Sold 10,000 31.64 316,364.43 2,926,050
11/12/93 Sold 100 30.07 3,007.39 2,925,950
11/16/93 Sold 10,000 30.14 301,364.93 2,915,950
11/17/93 Sold 5,000 30.20 150,994.95 2,910,950
11/19/93 Sold 10,000 30.32 303,239.87 2,900,950
11/22/93 Sold 10,000 30.46 304,614.82 2,890,950
</TABLE>
