UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 2, 2007
THE READER’S DIGEST ASSOCIATION, INC.
(Exact name of registrant as specified in charter)
Delaware | | 1-10434 | | 13-1726769 |
(State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
of incorporation or organization) | | | | Identification Number) |
| | | | |
Pleasantville, New York | | 10570-7000 |
(Address of Principal Executive Offices) | | (Zip Code) |
| | | | | | |
Registrant’s telephone number, including area code:
(914) 238-1000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14a-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 8: OTHER EVENTS
ITEM 8.01. Other Events
The Reader’s Digest Association, Inc. (the “Company”) today announced the March 2, 2007 completion of the acquisition of the Company by an investor group led by Ripplewood Holdings LLC pursuant to an Agreement and Plan of Merger, dated November 16, 2006, by and among the Company and two entities formed by the Ripplewood-led investor group.
Copies of press releases are attached as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
SECTION 9: FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. Financial Statements and Exhibits
| (c) | Exhibits |
| | |
| Filed herewith are the following: | |
Exhibit Number | | Description |
| | |
99.1 | | Press release of The Reader’s Digest Association, Inc. on March 2, 2007. |
| | |
99.2 | | Press release of The Reader’s Digest Association, Inc. on March 2, 2007. |
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SIGNATURES
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 hereunto duly authorized.
| THE READER’S DIGEST ASSOCIATION, INC. |
| (Registrant) |
| |
| |
Dated: March 2, 2007 | /s/ C.H.R. DuPree |
| C.H.R. DuPree |
| Vice President, Corporate Secretary and |
| Associate General Counsel |
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