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): August 30, 2005
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
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:
[ ] Written communication 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 240.14a-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Page 1 of 6 pages.
ITEM 4.01. Changes in Registrant's Certifying Accountant
After The Reader's Digest Association, Inc. ("RDA") completed its fiscal year
ended June 30, 2005, the Audit Committee of RDA's Board of Directors determined
that the Committee would issue a request for proposals regarding the engagement
of an independent registered public accounting firm to audit RDA's financial
statements for the fiscal year ending June 30, 2006. The request for proposals
was issued on August 3, 2005 to several large, international public accounting
firms, including KPMG LLP. On August 23, 2005, KPMG informed RDA that KPMG would
not submit a proposal and would not stand for re-appointment to the RDA
engagement upon the completion of RDA's audit for the fiscal year ended June 30,
2005.
RDA filed a Form 8-K dated August 23, 2005 that referred to KPMG's reports on
RDA's consolidated financial statements for the fiscal years ended June 30, 2004
and 2003 because KPMG's reports for the fiscal year ended June 30, 2005 were not
yet available. KPMG subsequently completed its audit and delivered its reports
for fiscal 2005 dated August 30, 2005. KPMG's reports on RDA's consolidated
financial statements for the fiscal years ended June 30, 2005 and 2004 did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. KPMG's report
on RDA management's assessment of the effectiveness of RDA's internal control
over financial reporting as of June 30, 2005 and KPMG's report on the
effectiveness of RDA's internal control over financial reporting as of June 30,
2005 did not contain an adverse opinion or a disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended June 30, 2005 and 2004 and during the subsequent
interim period through August 30, 2005, there were no disagreements between RDA
and KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of KPMG, would have caused KPMG to make reference
to the subject matter of the disagreement in KPMG's reports. During the fiscal
years ended June 30, 2005 and 2004 and during the subsequent interim period
through August 30, 2005, there were no "reportable events" (as defined in Item
304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934).
RDA provided KPMG with a copy of this Form 8-K prior to filing it with the
Securities and Exchange Commission ("SEC"), and RDA requested KPMG to furnish
RDA with a letter addressed to the SEC stating whether KPMG agrees with the
foregoing statements made by RDA in response to Item 304(a) of Regulation S-K
and, if not, stating the respects in which KPMG does not agree. A copy of KPMG's
letter, dated August 31, 2005, furnished in response to RDA's request, is filed
as Exhibit 16.2 to this Form 8-K.
RDA will continue reviewing the proposals submitted by the other public
accounting firms that are participating in the review and will announce the
Audit Committee's selection of RDA's independent auditor for fiscal 2006 after
the process has been completed.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits
Filed herewith is the following:
Exhibit Number Description
16.2 Letter of KPMG LLP to the Securities and Exchange
Commission dated August 31, 2005.
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: September 1, 2005
/s/ Michael S. Geltzeiler
- ------------------------------ --------------------------
Michael S. Geltzeiler
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
16.2 Letter of KPMG LLP to the Securities and Exchange
Commission dated August 31, 2005.