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): May 24, 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 104 pages.
ITEM 5. OTHER EVENTS
Filed herewith are the following:
Form of Amendment Agreement, dated as of May 24, 2004, among The Reader's Digest
Association, Inc., the Borrowing Subsidiaries and the Lenders listed therein,
and JPMorgan Chase Bank, as administrative agent and collateral agent. (Exhibit
10.36)
Form of $385,000,000 Amended and Restated Term Loan Agreement, dated as of May
24, 2004, among The Reader's Digest Association, Inc., the Borrowing
Subsidiaries, the Lenders and the Co-Documentation Agents listed therein, and
JPMorgan Chase Bank, as administrative agent and collateral agent. (Exhibit
10.37)
Form of Fourth Amendment to the $192,500,000 Amended and Restated Five-Year
Revolving Credit and Competitive Advance Facility Agreement, dated as of May 24,
2004, among The Reader's Digest Association, Inc., the Borrowing Subsidiaries
and the Lenders listed therein, and JPMorgan Chase Bank, as administrative agent
and collateral agent. (Exhibit 10.38)
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
10.36 Form of Amendment Agreement, dated as of May
24, 2004, among The Reader's Digest
Association, Inc., the Borrowing Subsidiaries
and the Lenders listed therein, and JPMorgan
Chase Bank, as administrative agent and
collateral agent.
10.37 Form of $385,000,000 Amended and Restated
Term Loan Agreement, dated as of May 24,
2004, among The Reader's Digest Association,
Inc., the Borrowing Subsidiaries, the Lenders
and the Co-Documentation Agents listed
therein, and JPMorgan Chase Bank, as
administrative agent and collateral agent.
10.38 Form of Fourth Amendment to the $192,500,000
Amended and Restated Five-Year Revolving
Credit and Competitive Advance Facility
Agreement, dated as of May 24, 2004, among
The Reader's Digest Association, Inc., the
Borrowing Subsidiaries and the Lenders listed
therein, and JPMorgan Chase Bank, as
administrative agent and collateral agent.
99.1 The Company's news release, issued on May 24,
2004, announcing the restructuring of its
senior secured term loan facilities.
ITEM 9. REGULATION FD DISCLOSURE.
Furnished herewith is the Company's news release, issued on May 24,
2004, announcing the restructuring of its senior secured term loan
facilities. (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: May 24, 2004 /s/ MICHAEL S. GELTZEILER
------------------------------------
Michael S. Geltzeiler
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
10.36 Form of Amendment Agreement, dated as of May 24,
2004, among The Reader's Digest Association, Inc.,
the Borrowing Subsidiaries and the Lenders listed
therein, and JPMorgan Chase Bank, as administrative
agent and collateral agent.
10.37 Form of $385,000,000 Amended and Restated Term Loan
Agreement, dated as of May 24, 2004, among The
Reader's Digest Association, Inc., the Borrowing
Subsidiaries, the Lenders and the Co-Documentation
Agents listed therein, and JPMorgan Chase Bank, as
administrative agent and collateral agent.
10.38 Form of Fourth Amendment to the $192,500,000 Amended
and Restated Five-Year Revolving Credit and
Competitive Advance Facility Agreement, dated as of
May 24, 2004, among The Reader's Digest Association,
Inc., the Borrowing Subsidiaries and the Lenders
listed therein, and JPMorgan Chase Bank, as
administrative agent and collateral agent.
99.1 The Company's news release, issued on May 24, 2004,
announcing the restructuring of its senior secured
term loan facilities.