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UNITED STATES FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): July 1, 2005 |
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MEREDITH CORPORATION |
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(Exact name of registrant as specified in its charter) |
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IOWA |
1-5128 |
42-0410230 |
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(State or other jurisdiction of |
(Commission file number) |
(I.R.S. Employer Identification No.) |
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1716 Locust Street, Des Moines, Iowa |
50309-3023 |
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(Address of principal executive offices) |
(Zip Code) |
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(515) 284-3000 |
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(Registrant's telephone number, |
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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:
[ ] 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 2.01 |
Completion of Acquisition or Disposition of Assets |
On July 1, 2005, Meredith Corporation completed the acquisition of Parents, Child, Fitness and Family Circle magazines from Gruner + Jahr Printing and Publishing Co. for $350 million. A news release issued by Meredith on July 1, 2005 announcing the completion of the acquisition is attached as an exhibit.
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Item 2.03(a) |
Creation of a Direct Financial Obligation |
On July 1, 2005, Meredith Corporation issued $300 million in fixed-rate unsecured Senior Notes to ten insurance companies. The proceeds were used to finance the acquisition of Parents, Child, Fitness and Family Circle magazines for $350 million from Gruner + Jahr Printing and Publishing Co. The Senior Notes carry interest rates ranging from 4.42 percent to 4.70 percent and are due as follows: $50 million on July 1, 2007, $75 million on July 1, 2008, $100 million on July 1, 2009, and $75 million on July 1, 2010.
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Item 9.01 |
Financial Statements and Exhibits |
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(a) |
Financial statements of businesses acquired |
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(b) |
Pro forma financial information |
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The financial statements of the businesses acquired and related pro forma financial information are not included in this report but will be filed in an amendment to this Form 8-K Report no later than September 19, 2005. |
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(c) |
Exhibits |
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2.1 |
Asset Purchase Agreement between Gruner + Jahr Printing and Publishing Co. and Meredith Corporation is incorporated herein by reference to Exhibit 2.1 to the Company's Report on Form 8-K dated June 8, 2005. |
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4.1 |
$300 million Note Purchase Agreement dated as of July 1, 2005 among Meredith Corporation, as issuer and seller, and named purchasers. |
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99 |
News release issued by Meredith Corporation dated July 1, 2005 concerning the announcement that it has completed the acquisition of Parents, Child, Fitness and Family Circle magazines. |
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SIGNATURE |
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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, thereunto duly authorized. |
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MEREDITH CORPORATION |
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Registrant |
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/s/ Suku V. Radia |
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Suku V. Radia |
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Vice President - Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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Date: |
July 6, 2005 |
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Index to Exhibits |
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Exhibit Number |
Item |
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2.1 |
Asset Purchase Agreement between Gruner + Jahr Printing and Publishing Co. and Meredith Corporation is incorporated herein by reference to Exhibit 2.1 to the Company's Report on Form 8-K dated June 8, 2005. |
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4.1 |
$300 million Note Purchase Agreement dated as of July 1, 2005 among Meredith Corporation, as issuer and seller, and named purchasers. |
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99 |
News release issued by Meredith Corporation dated July 1, 2005 concerning the announcement that it has completed the acquisition of Parents, Child, Fitness and Family Circle magazines. |