SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
CML Group, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
125820100
(CUSIP Number)
Paul A. Soden
Senior Vice President and 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)
May 23, 1995
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
1,958,850
8) Shared Voting Power
9) Sole Dispositive Power
1,958,850
10)Shared Dispositive Power
11) Aggregate Amount Beneficially Owned By Each Reporting Person
1,958,850
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
3.9
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
publishing and direct marketing ("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 judgement, 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, stock splits, and dispositions, 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 1,958,850 shares of CML Common Stock and
has engaged in the transactions in CML Common Stock during the past 60
days shown on Attachment 2 to this Statement. 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, and
none 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.
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: June 15, 1995
THE READER'S DIGEST ASSOCIATION, INC.
By MILAN KOFOL
Milan Kofol
Vice President and Treasurer
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, New York, 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., Two Park
Avenue, New York, NY 10016
Lila Wallace-Reader's Digest Fund, Inc.,
Two Park Avenue, New York, NY 10016
Name: George V. Grune
Citizenship: United States of America
Principal Occupation: Chairman of the Board, 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 Executive 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, New York, 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,
New York, 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"). The business address of each executive officer is:
The Reader's Digest Association, Inc., Pleasantville, NY, 10570.
Name: Kenneth A. Gordon
Citizenship: United States of America
Principal Occupation: Executive Vice President and President,
Reader's Digest U.S.A.
Name: Joseph M. Grecky
Citizenship: United States of America
Principal Occupation: Senior Vice President, Human Resources
Name: George V. Grune [see Section I above]
Name: Heikki K. Helenius
Citizenship: Finland
Principal Occupation: Vice President and President, Reader's Digest Europe
Name: Barbara J. Morgan
Citizenship: United States of America
Principal Occupation: Senior Vice President and Editor-in-Chief,
Books and Home Entertainment
Name: Martin J. Pearson
Citizenship: Australia
Principal Occupation: Vice President and President, Reader's Digest Pacific
Name: Jack A. Smith
Citizenship: United States of America
Principal Occupation: Vice President, Corporate Planning, Research
and Development
Name: Paul A. Soden
Citizenship: United States of America
Principal Occupation: Senior Vice President and General Counsel
Name: Kenneth Y. Tomlinson
Citizenship: United States of America
Principal Occupation: Senior Vice President and Editor-in-Chief,
Reader's Digest magazine
Name: William H. Willis
Citizenship: United States of America
Principal Occupation: Vice President and President, Special Markets Group
Name: Stephen R. Wilson
Citizenship: United States of America
Principal Occupation: Executive Vice President and Chief Financial Officer
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. The
principal occupation of each executive officer is with the DeWitt
Wallace-Reader's Digest Fund, Inc. and the Lila Wallace-Reader's
Digest Fund, Inc. The business address of each executive officer
is Two Park Avenue, New York, NY 10016.
Name: Jessica Chao
Citizenship: United States of America
Principal Occupation: Vice President and Corporate Secretary
Name: M. Christine DeVita [see Section I above]
Name: George V. Grune [see Section I above]
Chairman of the Board
Name: Rob D. Nagel
Citizenship: United States of America
Principal Occupation: Chief Financial Officer and Treasurer
THE READER'S DIGEST ASSOCIATION, INC.
Attachment 2
to
Schedule 13D re CML Group, Inc.
Shares beneficially owned:
Name Number of Shares
Beneficially Owned Voting and Investment Power
Kenneth Y. Tomlinson 1,200 Shared with Rebecca
Tomlinson (Spouse)
Transactions during the past 60 days:
During the past 60 days, RDA has sold the following shares of CML Common
Stock on the New York Stock Exchange:
Date of transaction Number of shares Price per share ($)
May 15, 1995 25,000 7.625
May 15, 1995 30,000 7.75
May 15, 1995 20,000 7.875
May 16, 1995 10,000 7.75
May 16, 1995 60,000 7.625
May 17, 1995 60,000 7.625
May 17, 1995 10,000 7.50
May 18, 1995 5,000 7.625
May 18, 1995 35,000 7.50
May 19, 1995 60,000 7.625
May 19, 1995 10,000 7.50
May 19, 1995 15,000 7.375
May 19, 1995 75,000 7.25
May 22, 1995 5,000 7.625
May 22, 1995 37,000 7.50
May 23, 1995 21,000 7.625
May 23, 1995 22,000 7.50
June 7, 1995 135,000 7.625
June 8, 1995 40,000 7.625
June 8, 1995 57,500 7.50
June 8, 1995 17,500 7.375
June 9, 1995 89,500 7.375
June 9, 1995 500 7.25
June 12, 1995 2,000 7.50
June 12, 1995 10,100 7.375
June 13, 1995 45,000 7.50
June 14, 1995 20,000 7.625
June 14, 1995 15,000 7.50
