UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): July 1, 2005 |
| MEREDITH CORPORATION | |
| (Exact name of registrant as specified in its charter) | |
IOWA | 1-5128 | 42-0410230 |
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) |
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1716 Locust Street, Des Moines, Iowa | | 50309-3023 |
(Address of principal executive offices) | | (Zip Code) |
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| (515) 284-3000 | |
| (Registrant's telephone number, including area code) | |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 | Completion of Acquisition or Disposition of Assets | |
On July 1, 2005, Meredith Corporation completed the acquisition ofParents, Child, Fitness andFamily Circle magazines from Gruner + Jahr Printing and Publishing Co. for $350 million. A news release issued by Meredith on July 1, 2005 announcing the completion of the acquisition is attached as an exhibit.
Item 2.03(a) | Creation of a Direct Financial Obligation | |
On July 1, 2005, Meredith Corporation issued $300 million in fixed-rate unsecured Senior Notes to ten insurance companies. The proceeds were used to finance the acquisition ofParents, Child, Fitness andFamily Circle magazines for $350 million from Gruner + Jahr Printing and Publishing Co. The Senior Notes carry interest rates ranging from 4.42 percent to 4.70 percent and are due as follows: $50 million on July 1, 2007, $75 million on July 1, 2008, $100 million on July 1, 2009, and $75 million on July 1, 2010.
Item 9.01 | Financial Statements and Exhibits | |
| (a) | Financial statements of businesses acquired |
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| (b) | Pro forma financial information |
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| The financial statements of the businesses acquired and related pro forma financial information are not included in this report but will be filed in an amendment to this Form 8-K Report no later than September 19, 2005. |
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| (c) | Exhibits |
| | 2.1 | Asset Purchase Agreement between Gruner + Jahr Printing and Publishing Co. and Meredith Corporation is incorporated herein by reference to Exhibit 2.1 to the Company's Report on Form 8-K dated June 8, 2005. |
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| | 4.1 | $300 million Note Purchase Agreement dated as of July 1, 2005 among Meredith Corporation, as issuer and seller, and named purchasers. |
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| | 99 | News release issued by Meredith Corporation dated July 1, 2005 concerning the announcement that it has completed the acquisition ofParents, Child, Fitnessand Family Circle magazines. |
| SIGNATURE | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
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| MEREDITH CORPORATION | |
| Registrant | |
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| /s/ Suku V. Radia | |
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| Suku V. Radia | |
| Vice President - Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
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| Exhibit Number | Item |
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| 2.1 | Asset Purchase Agreement between Gruner + Jahr Printing and Publishing Co. and Meredith Corporation is incorporated herein by reference to Exhibit 2.1 to the Company's Report on Form 8-K dated June 8, 2005. |
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| 4.1 | $300 million Note Purchase Agreement dated as of July 1, 2005 among Meredith Corporation, as issuer and seller, and named purchasers. |
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| 99 | News release issued by Meredith Corporation dated July 1, 2005 concerning the announcement that it has completed the acquisition ofParents, Child, Fitnessand Family Circle magazines. |