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): MARCH 3, 2004
THE READER'S DIGEST ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10434 13-1726769
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
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
Page 1 of 33 pages.
ITEM 5. OTHER EVENTS
On January 27, 2004, The Reader's Digest Association, Inc. (the "Company")
entered into amendments to its $950,000,000 Term Loan Agreement (the "Term Loan
Agreement") and $192,500,000 Amended and Restated Five-Year Revolving Credit and
Competitive Advance Facility Agreement (the "Revolving Facility Agreement" and,
together with the Term Loan Agreement, the "Credit Agreements"), in each case
among the Company and the lenders listed therein. The covenants in the Credit
Agreements were amended to specifically permit the Company to consummate a
sale-leaseback of its headquarters in Westchester County, New York.
On February 12, 2004, the Company entered into amendments to the Credit
Agreements. The covenants in the Credit Agreements were amended in order to give
the Company greater flexibility to, among other things, make acquisitions,
reinvest proceeds from asset sales and pay cash dividends.
The above summary descriptions of the amendments involving the Company are
qualified in their entirety by reference to the amendments to which each summary
description relates, each of which amendments are being filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not applicable
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable
(c) EXHIBITS
NUMBER DESCRIPTION
10.32 Form of Second Amendment to the $950,000,000 Term Loan
Agreement, dated as of January 27, 2004, among The
Reader's Digest Association, Inc. and the Lenders
listed therein.
10.33 Form of Second Amendment to the $192,500,000 Amended
and Restated Five-Year Revolving Credit and Competitive
Advance Facility Agreement, dated as of January 27,
2004, among The Reader's Digest Association, Inc. and
the Lenders listed therein.
10.34 Form of Third Amendment to the $950,000,000 Term Loan
Agreement, dated as of February 12, 2004, among The
Reader's Digest Association, Inc. and the Lenders
listed therein.
10.35 Form of Third Amendment to the $192,500,000 Amended and
Restated Five-Year Revolving Credit and Competitive
Advance Facility Agreement, dated as of February 12,
2004, among The Reader's Digest Association, Inc. and
the Lenders listed therein.
99.1 The Company's news release, issued on March 3, 2004,
announcing the completion of the $300 million senior
notes offering.
ITEM 9. REGULATION FD DISCLOSURE.
Furnished herewith is the Company's news release, issued on March 3,
2004, announcing the completion of the $300 million senior notes
offering. (Exhibit 99.1)
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)
DATE: March 3, 2004
/S/ MICHAEL S. GELTZEILER
----------------------------------------
MICHAEL S. GELTZEILER
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.32 Form of Second Amendment to the $950,000,000 Term Loan Agreement,
dated as of January 27, 2004, among The Reader's Digest
Association, Inc. and the Lenders listed therein.
10.33 Form of Second Amendment to the $192,500,000 Amended and Restated
Five-Year Revolving Credit and Competitive Advance Facility
Agreement, dated as of January 27, 2004, among The Reader's
Digest Association, Inc. and the Lenders listed therein.
10.34 Form of Third Amendment to the $950,000,000 Term Loan Agreement,
dated as of February 12, 2004, among The Reader's Digest
Association, Inc. and the Lenders listed therein.
10.35 Form of Third Amendment to the $192,500,000 Amended and Restated
Five-Year Revolving Credit and Competitive Advance Facility
Agreement, dated as of February 12, 2004, among The Reader's
Digest Association, Inc. and the Lenders listed therein.
99.1 The company's news release, issued on March 3, 2004, announcing
the completion of the $300 million senior notes offering.