SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 14, 2005
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) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
PLEASANTVILLE, NEW YORK 10570-7000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(914) 238-1000
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On April 14, 2005, The Reader's Digest Association, Inc. (the "Company")
entered into a new $400 million Five-Year Revolving Credit Agreement, among the
Company, as Borrower and Guarantor, Books Are Fun, Ltd., QSP, Inc. and Reiman
Media Group, Inc., as Borrowing Subsidiaries and Subsidiary Guarantors, the
Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, The Royal Bank of Scotland plc, as syndication agent and
Commerzbank AG, New York Branch, HSBC Bank USA, National Association, and
Wachovia Bank, National Association, as co-documentation agents, and the joint
lead arrangers and joint bookrunners named therein (the "New Revolving Credit
Agreement"). Proceeds from the New Revolving Credit Agreement were used to
retire all of the Company's outstanding term loans under the 2004 Term Loan
Agreement (as defined below) and its borrowings under the 2002 Revolving Credit
Agreement (as defined below). A copy of the New Revolving Credit Agreement is
attached hereto as Exhibit 10.1.
In connection therewith, on April 14, 2005, the Company terminated (1) the
Amended and Restated Term Loan Agreement, dated as of May 24, 2004, among the
Company, as Borrower and Guarantor, Books Are Fun, Ltd., QSP, Inc. and Reiman
Media Group, Inc, as Borrowing Subsidiaries, the Lenders party thereto, JPMorgan
Chase Bank, as administrative agent and collateral agent, and the
co-documentation agents and sole arranger and bookrunner named therein (the
"2004 Term Loan Agreement") and (2) the Amended and Restated Five-Year Revolving
Credit and Competitive Advance Facility Agreement, dated as of May 20, 2002,
among the Company, as Borrower and Guarantor, the Borrowing Subsidiaries, the
Lenders party thereto and JPMorgan Chase Bank, as administrative agent and
collateral agent, and the arrangers and co-syndication agents and lead arranger
and sole bookrunner named therein (the "2002 Revolving Credit Agreement").
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
As described under Item 1.01 above, on April 14, 2005, the Company
terminated the 2004 Term Loan Agreement and the 2002 Revolving Credit Agreement
in connection with the entry into the New Revolving Credit Agreement.
ITEM 7.01. REGULATION FD DISCLOSURE.
On April 14, 2005, the Company issued a press release announcing the
restructuring of its financing, including the entry into the New Revolving
Credit Agreement and the termination of the 2004 Term Loan Agreement and the
2002 Revolving Credit Agreement. A copy of that press release is furnished
herewith as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
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(c) Exhibits
10.1 Five-Year Revolving Credit Agreement, dated as of April 14, 2005, among
the Company, as Borrower and Guarantor, Books Are Fun, Ltd., QSP, Inc.
and Reiman Media Group, Inc., as Borrowing Subsidiaries and Subsidiary
Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, The Royal Bank of Scotland
plc, as syndication agent and Commerzbank AG, New York Branch, HSBC Bank
USA, National Association, and Wachovia Bank, National Association, as
co-documentation agents, and the joint lead arrangers and joint
bookrunners named therein.
99.1 Press release issued by The Reader's Digest Association, Inc. on April
14, 2005.
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SIGNATURE
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.
Date: April 15, 2005 By: /s/ Michael S. Geltzeiler
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Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
10.1 Five-Year Revolving Credit Agreement, dated as of April 14, 2005, among
the Company, as Borrower and Guarantor, Books Are Fun, Ltd., QSP, Inc.
and Reiman Media Group, Inc., as Borrowing Subsidiaries and Subsidiary
Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, The Royal Bank of Scotland
plc, as syndication agent and Commerzbank AG, New York Branch, HSBC Bank
USA, National Association, and Wachovia Bank, National Association, as
co-documentation agents, and the joint lead arrangers and joint
bookrunners named therein.
99.1 Press release issued by The Reader's Digest Association, Inc. on April
14, 2005.