-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LoCPuC5Pjw3FSw3eN+2Y4I+FEAU0uCiy40hp65IEAFVmN7zkL1Sv3YPOru2zaXai pnbrLDo4+0i8aHULo7rpRg== 0000858558-94-000009.txt : 19940727 0000858558-94-000009.hdr.sgml : 19940727 ACCESSION NUMBER: 0000858558-94-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940726 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: READERS DIGEST ASSOCIATION INC CENTRAL INDEX KEY: 0000858558 STANDARD INDUSTRIAL CLASSIFICATION: 2721 IRS NUMBER: 131726769 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43267 FILM NUMBER: 94540068 BUSINESS ADDRESS: STREET 1: READERS DIGEST ROAD CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9142381000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: READERS DIGEST ASSOCIATION INC CENTRAL INDEX KEY: 0000858558 STANDARD INDUSTRIAL CLASSIFICATION: 2721 IRS NUMBER: 131726769 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: READERS DIGEST ROAD CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9142381000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CML Group, Inc. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 125820100 (CUSIP Number) Connie K. Beck Vice President, Corporate Secretary and Associate General Counsel The Reader's Digest Association, Inc. Pleasantville, NY 10570-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). CUSIP No. 12-5820100 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons The Reader's Digest Association, Inc. 2) Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds: WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 2,890,950 8) Shared Voting Power 9) Sole Dispositive Power 2,890,950 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned By Each Reporting Person 2,890,950 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 5.6 14) Type of Reporting Person: CO Item 1. Security and Issuer. This Statement relates to the Common Stock, $.10 par value ("CML Common Stock"), of CML Group, Inc. ("CML"), a Delaware corporation. The principal executive offices of CML are located at 524 Main Street, Acton, Massachusetts 01720. Item 2. Identity and Background. This Statement is being filed by The Reader's Digest Association, Inc., a Delaware corporation primarily engaged in the publishing business ("RDA") with its principal business and offices at Pleasantville, New York 10570. The name, citizenship, business address, and present principal occupation or employment or each executive officer and director of RDA, and of each of the executive officers and directors of the DeWitt Wallace-Reader's Digest Fund, Inc. and the Lila-Wallace Reader's Digest Fund, Inc. (collectively, the "Wallace-Reader's Digest Funds"), as well as the name, principal business and address of the corporation or organization in which such occupation or employment is conducted, are set forth in Attachment 1 to this Statement. During the last five years, neither RDA, nor to the best of RDA's knowledge, any executive officer or director of RDA or either of the Wallace-Reader's Digest Funds or any executive officer or director of either of the Wallace-Reader's Digest Funds (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. RDA purchased various securities of CML on March 1, 1979, June 25, 1980 and June 18, 1981 for an aggregate consideration of $5,329,500, which, after conversions and stock splits, have yielded the shares of CML Common Stock referred to in Item 5 of this Statement. RDA obtained the funds for the acquisition of such securities from its general corporate funds. Item 4. Purpose of Transaction. RDA is holding the securities of CML described in Item 5 for investment. RDA intends to review on a continuing basis its investment in CML, and may, depending on the business and prospects of CML, market conditions and other investment considerations, determine to purchase additional shares of CML Common Stock for investment, or decrease or dispose of its interest in CML, at such prices and terms and in such manner as it may deem advisable. Item 5. Interest in Securities of the Issuer. RDA owns directly 2,890,950 shares of CML Common Stock. Except as shown on Attachment 2 to this Statement, none of the executive officers or directors of RDA, neither of the Wallace- Reader's Digest Funds, nor any of the executive officers or directors of either of the Wallace-Reader's Digest Funds owns directly any shares of CML Common Stock or has engaged in any transactions in such securities during the past 60 days. Attachment 3 to this Statement restates RDA's transactions, since the filing of this Statement, in CML Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither RDA nor, to the best of RDA's knowledge, any executive officer or director of RDA, or either of the Wallace- Reader's Digest Funds or any executive officer or director of either of the Wallace-Reader's Digest Funds has any contract, arrangement, understanding or relationship with each other or any other person with respect to the securities of CML. Item 7. Material to be Filed as Exhibits. None. Signature. After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 25, 1994 THE READER'S DIGEST ASSOCIATION, INC. By Connie K. Beck Connie K. Beck Vice President, Corporate Secretary and Associate General Counsel EX-1 2 THE READER'S DIGEST ASSOCIATION, INC. Attachment 1 to Schedule 13D re CML Group, Inc. I. The following table sets forth certain information concerning each of the directors of The Reader's Digest Association, Inc. ("RDA"). Unless otherwise specified herein, the business address of The Reader's Digest Association, Inc. is Pleasantville, NY 10570. Name: William G. Bowen Citizenship: United States of America Principal Occupation: President, The Andrew W. Mellon Foundation Business Address: The Andrew W. Mellon Foundation, 140 East 62nd Street, NY, NY 10021 Name: Lynne V. Cheney Citizenship: United States of America Principal Occupation: W.H. Brady, Jr. Distinguished Fellow, American Enterprise Institute for Public Policy Research Business Address: American Enterprise Institute for Public Policy Research, 1150 17th Street, N.W., Washington, D.C. 20036 Name: M. Christine DeVita Citizenship: United States of America Principal Occupation: President, DeWitt Wallace-Reader's Digest Fund, Inc. President, Lila Wallace-Reader's Digest Fund, Inc. Business Address: DeWitt Wallace-Reader's Digest Fund, Inc., 261 Madison Avenue, NY, NY 10016 Lila Wallace-Reader's Digest Fund, Inc., 261 Madison Avenue, NY, NY 10016 Name: George V. Grune Citizenship: United States of America Principal Occupation: Chairman of the Board and Chief Executive Officer, RDA Business Address: The Reader's Digest Association, Inc. Name: Melvin R. Laird Citizenship: United States of America Principal Occupation: Vice President & Senior Counsellor, RDA Business Address: The Reader's Digest Association, Inc., 1730 Rhode Island Avenue, N.W., Suite 212, Washington, D.C. 20036 Name: James E. Preston Citizenship: United States of America Principal Occupation: Chairman and Chief Executive Officer, Avon Products, Inc. Business Address: Avon Products, Inc., 9 West 57th Street, New York, NY 10019 Name: James P. Schadt Citizenship: United States of America Principal Occupation: President and Chief Operating Officer, RDA Business Address: The Reader's Digest Association, Inc. Name: Robert G. Schwartz Citizenship: United States of America Principal Occupation: Director, Metropolitan Life Insurance Company Business Address: Metropolitan Life Insurance Company, MetLife Building, 200 Park Avenue, Suite 5700, NY, NY 10166 Name: Walter V. Shipley Citizenship: United States of America Principal Occupation: Chairman & Chief Executive Officer, Chemical Banking Corporation Business Address: Chemical Banking Corporation, 270 Park Avenue, NY, NY 10017-2070 Name: C.J. (Pete) Silas Citizenship: United States of America Principal Occupation: Retired Chairman & Chief Executive Officer, Phillips Petroleum Company Business Address: Phillips Petroleum Company, P.O. Box 2127, Bartlesville, OK 74005-2127 II. The following table sets forth certain information concerning each of the executive officers of The Reader's Digest Association, Inc. ("RDA"). Name: Peter J. Davenport Citizenship: United Kingdom Principal Occupation: Senior Vice President, Global Direct Marketing Business Address: The Reader's Digest Association, Inc. Name: Kenneth A. Gordon Citizenship: United States of America Principal Occupation: Senior Vice President and President, Reader's Digest U.S.A. Business Address: The Reader's Digest Association, Inc. Name: Joseph M. Grecky Citizenship: United States of America Principal Occupation: Senior Vice President, Human Resources Business Address: The Reader's Digest Association, Inc. Name: George V. Grune [see Section I above] Name: Heikki K. Helenius Citizenship: Finland Principal Occupation: Vice President and President, Reader's Digest Europe Business Address: The Reader's Digest Association, Inc. Name: Carole M. Howard Citizenship: United States of America Principal Occupation: Vice President, Public Relations and Communications Policy Business Address: The Reader's Digest Association, Inc. Name: Thomas M. Kenney Citizenship: United States of America Principal Occupation: Vice President and President, U.S. Magazine Publishing Business Address: The Reader's Digest Association, Inc. Name: Bruce G. Koe Citizenship: United States of America Principal Occupation: Vice President, Operations Business Address: The Reader's Digest Association, Inc. Name: Marcia M. Lefkowitz Citizenship: United States of America Principal Occupation: Vice President, Marketing, Reader's Digest U.S.A. Business Address: The Reader's Digest Association, Inc. Name: Barbara J. Morgan Citizenship: United States of America Principal Occupation: Vice President and Editor-in-Chief, Condensed Books Business Address: The Reader's Digest Association, Inc. Name: Kenneth A. Nelson Citizenship: United States of America Principal Occupation: Vice President, Management Information Systems Business Address: The Reader's Digest Association, Inc. Name: Martin J. Pearson Citizenship: Australia Principal Occupation: Vice President and President, Reader's Digest Pacific Business Address: The Reader's Digest Association, Inc. Name: John A. Pope, Jr. Citizenship: United States of America Principal Occupation: Vice President and Editor-in-Chief, General Books Business Address: The Reader's Digest Association, Inc., 260 Madison Avenue, NY, NY 10016 Name: Anthony W. Ruggiero Citizenship: United States of America Principal Occupation: Senior Vice President and Chief Financial Officer Business Address: The Reader's Digest Association, Inc. Name: Kenneth Y. Tomlinson Citizenship: United States of America Principal Occupation: Vice President and Editor-in-Chief, Reader's Digest magazine Business Address: The Reader's Digest Association, Inc. Name: William H. Willis Citizenship: United States of America Principal Occupation: Vice President and President, Special Markets Group Business Address: The Reader's Digest Association, Inc. III. The following table sets forth certain information concerning each of the directors of the DeWitt Wallace-Reader's Digest Fund, Inc. and of the Lila-Wallace-Reader's Digest Fund, Inc. Name: William G. Bowen [see Section I above] Name: M. Christine DeVita [see Section I above] Name: George V. Grune [see Section I above] Name: Melvin R. Laird [see Section I above] Name: Laraine S. Rothenberg Citizenship: United States of America Principal Occupation: Partner Business Address: Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza, New York, NY 10004-1980 Name: James P. Schadt [see Section I above] Name: Walter V. Shipley [see Section I above] Name: C.J. (Pete) Silas [see Section I above] IV. The following table sets forth certain information concerning each of the executive officers of the DeWitt Wallace-Reader's Digest Fund, Inc. and of the Lila Wallace-Reader's Digest Fund, Inc. Name: Jessica Chao Citizenship: United States of America Principal Occupation: Vice President and Corporate Secretary, DeWitt Wallace-Reader's Digest Fund, Inc. Vice President and Corporate Secretary, Lila Wallace-Reader's Digest Fund, Inc. Business Address: DeWitt Wallace-Reader's Digest Fund, Inc., 261 Madison Avenue, NY, NY 10016 Lila Wallace-Reader's Digest Fund, Inc., 261 Madison Avenue, NY, NY 10016 Name: M. Christine DeVita [see Section I above] Name: George V. Grune [see Section I above] Name: Rob D. Nagel Citizenship: United States of America Principal Occupation: Chief Financial Officer and Treasurer, DeWitt Wallace-Reader's Digest Fund, Inc. Chief Financial Officer and Treasurer, Lila Wallace-Reader's Digest Fund, Inc. Business Address: DeWitt Wallace-Reader's Digest Fund, Inc., 261 Madison Avenue, NY, NY 10016 Lila Wallace-Reader's Digest Fund, Inc., 261 Madison Avenue, NY, NY 10016 THE READER'S DIGEST ASSOCIATION, INC. Attachment 2 to Schedule 13D re CML Group, Inc. Number of Shares Name Beneficially Owned Voting and Investment Power Bruce G. Koe 800 Shared with Linda M. Koe Melvin R. Laird 11,000 Sole Kenneth Y. Tomlinson 1,200 Sole EX-2 3 Attachment 3 to Schedule 13D re CML Group, Inc.
SUMMARY OF CML TRANSACTIONS 1985-1994 TRANSACTIONS/EVENTS Shares Price/ Total Shares Owned Date Bought/Sold #Shares Share Proceeds After Trans. 1/18/85 Start 1,136,000 1,136,000 7/23/86 Sold 2,000 $17.65 $ 34,750.00 1,134,000 7/25/86 Sold 8,000 17.65 139,000.00 1,126,000 8/15/86 Sold 50,000 17 850,000.00 1,076,000 12/15/86 Sold 100,000 16.35 1,635,000.00 976,000 N/A Sold 1,100 N/A N/A 974,900 3/31/89 BALANCE 974,900 974,900 2/91 Sold 50,000 6.65 3,325,637.00 924,900 3/22/91 Sold 62,000 7.02 4,354,422.00 862,900 8/16/91 2-for-1 Split 862,900 1,725,800 10/22/91 Sold 26,700 22.93 477,809.23 1,699,100 10/23/91 Sold 23,300 20.51 477,809.00 1,675,800 10/29/91 Sold 36,000 20.73 746,223.00 1,639,800 10/30/91 Sold 14,000 20.32 284,475.00 1,625,800 12/16/91 Sold 15,000 26.43 396,426.56 1,610,800 12/18/91 Sold 5,000 27.80 139,016.95 1,605,800 12/19/91 Sold 10,500 27.20 285,561.27 1,595,300 12/20/91 Sold 11,000 27.54 302,913.00 1,584,300 12/23/91 Sold 18,500 28.55 528,237.00 1,565,800 12/23/91 Sold 5,000 29.68 148,392.00 1,560,800 12/24/91 Sold 7,000 29.68 207,748.00 1,553,800 12/31/91 Sold 15,000 26.71 400,614.00 1,538,800 6/05/92 Sold 5,000 45.37 226,850.00 1,533,800 6/08/92 Sold 5,000 44.76 223,800.00 1,528,800 6/09/92 Sold 10,000 46.68 466,800.00 1,518,800 6/11/92 Sold 5,000 46.54 232,700.00 1,513,800 6/12/92 Sold 5,000 47.16 235,800.00 1,508,800 6/15/92 Sold 2,800 47.95 134,260.00 1,506,000 6/16/92 Sold 10,000 45.95 459,500.00 1,496,000 6/17/92 Sold 7,500 45.98 344,850.00 1,488,500 6/18/92 Sold 7,500 45.31 339,825.00 1,481,000 6/19/92 Sold 10,000 45.43 454,300.00 1,471,000 6/22/92 Sold 10,000 46.71 467,100.00 1,461,000 6/23/92 Sold 10,000 46.92 469,200.00 1,451,000 6/24/92 Sold 10,000 46.67 466,700.00 1,441,000 6/25/92 Sold 12,000 45.33 543,960.00 1,429,000 N/A Sold 5,000 N/A N/A 1,424,000 7/1/92 Balance Fwd 1,424,000 8/5/92 2-for-1 Split 1,424,000 12.00 2,848,000 8/31/92 Sold 50,000 19.81 990,699.88 2,798,000 Shares Price/ Total Shares Owned Date Bought/Sold #Shares Share Proceeds After Trans. 9/8/92 Sold 15,000 $20.33 $ 304,958.71 2,783,000 9/9/92 Sold 15,000 20.50 307,522.12 2,768,000 9/10/92 Sold 15,000 20.45 306,697.15 2,753,000 9/11/92 Sold 15,000 21.00 315,021.87 2,738,000 9/14/92 Sold 15,000 21.19 317,822.28 2,723,000 9/15/92 Sold 20,000 22.66 453,153.06 2,703,000 9/16/92 Sold 20,000 22.58 451,528.11 2,683,000 9/17/92 Sold 20,000 22.55 451,028.13 2,663,000 9/18/92 Sold 20,000 22.72 454,402.02 2,643,000 9/21/92 Sold 20,000 23.00 460,027.83 2,623,000 9/22/92 Sold 15,000 22.58 338,770.58 2,608,000 9/23/92 Sold 15,000 23.67 355,019.54 2,593,000 9/24/92 Sold 20,000 23.09 461,777.77 2,573,000 9/25/92 Sold 20,000 23.10 461,901.77 2,553,000 9/28/92 Sold 85,000 25.19 2,140,735.10 2,468,000 9/29/92 Sold 20,000 26.00 520,025.83 2,448,000 9/30/92 Sold 35,000 25.97 908,792.25 2,413,000 10/01/92 Sold 20,000 25.47 509,400.18 2,393,000 10/02/92 Sold 20,000 25.35 506,962.26 2,373,000 12/09/92 Sold 35,000 27.75 971,293.16 2,338,000 12/15/92 Sold 32,000 31.02 992,599.18 2,306,000 1/28/93 Sold 10,000 34.25 342,510.16 2,296,000 1/29/93 Sold 10,000 32.87 328,722.61 2,286,000 2/1/93 Sold 10,000 34.25 342,510.16 2,276,000 2/16/93 Sold 10,000 30.88 308,761.29 2,266,000 2/17/93 Sold 5,000 30.00 150,005.79 2,261,000 2/18/93 Sold 5,000 28.90 144,505.97 2,256,000 2/19/93 Sold 5,000 29.38 146,880.89 2,251,000 2/22/93 Sold 5,000 29.83 149,130.82 2,246,000 2/23/92 Sold 5,000 29.63 148,130.85 2,241,000 3/8/93 Sold 5,000 29.88 149,380.87 2,236,000 4/6/93 Sold 64,300 36.14 2,323,734.72 2,171,700 4/7/93 Sold 22,500 35.53 799,471.66 2,149,200 6/15/93 Sold 5,000 39.00 195,004.29 2,144,200 6/16/93 Sold 5,000 39.63 198,129.18 2,139,200 6/17/93 Sold 2,000 41.00 82,001.58 2,137,200 6/18/93 Sold 1,000 40.50 40,500.80 2,136,200 6/18/93 Sold 4,000 40.00 160,003.30 2,132,200 6/21/93 Sold 1,200 41.50 49,800.92 2,131,000 6/21/93 Sold 2,700 41.95 113,261.22 2,128,300 6/21/93 Sold 2,300 40.88 94,014.33 2,126,000 6/22/93 Sold 1,000 41.63 41,625.77 2,125,000 6/22/93 Sold 1,800 41.00 73,801.42 2,123,200 Shares Price/ Total Shares Owned Date Bought/Sold #Shares Share Proceeds After Trans. 6/22/93 Sold 1,000 $41.49 $ 41,490.77 2,122,200 6/22/93 Sold 3,000 41.75 125,252.30 2,119,200 6/22/93 Sold 500 41.13 20,562.89 2,118,700 6/22/93 Sold 1,000 41.25 41,250.78 2,117,700 6/22/93 Sold 1,000 41.75 41,750.76 2,116,700 6/23/93 Sold 1,000 41.50 41,500.77 2,115,700 6/23/93 Sold 1,000 40.75 40,750.80 2,114,700 6/24/93 Sold 1,000 39.88 39,875.82 2,113,700 6/24/93 Sold 1,000 39.50 39,500.83 2,112,700 6/30/93 Sold 2,000 38.75 77,501.73 2,110,700 7/1/93 Sold 2,000 38.75 77,501.73 2,108,700 7/2/93 Sold 2,000 38.94 77,876.72 2,106,700 7/6/93 Sold 40,000 38.53 1,541,370.89 2,066,700 7/9/93 Sold 30,000 40.17 1,205,037.58 2,036,700 7/12/93 Sold 25,000 39.11 977,633.87 2,011,700 7/14/93 Sold 1,000 39.75 39,750.00 2,010,700 8/17/93 3-for-2 Split 1,005,350 0.00 3,016,050 10/18/93 Sold 5,000 29.95 149,745.00 3,011,050 10/18/93 Sold 5,000 29.95 149,745.00 3,006,050 10/18/93 Sold 10,000 30.20 301,989.91 2,996,050 10/19/93 Sold 10,000 30.55 305,489.80 2,986,050 10/22/93 Sold 10,000 30.20 301,989.91 2,976,050 10/25/93 Sold 10,000 30.82 308,239.70 2,966,050 10/26/93 Sold 10,000 31.26 312,614.56 2,956,050 11/08/93 Sold 10,000 30.14 301,364.93 2,946,050 11/09/93 Sold 10,000 31.76 317,614.39 2,936,050 11/12/93 Sold 10,000 31.64 316,364.43 2,926,050 11/12/93 Sold 100 30.07 3,007.39 2,925,950 11/16/93 Sold 10,000 30.14 301,364.93 2,915,950 11/17/93 Sold 5,000 30.20 150,994.95 2,910,950 11/19/93 Sold 10,000 30.32 303,239.87 2,900,950 11/22/93 Sold 10,000 30.46 304,614.82 2,890,950
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