-----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, bgOCbYzx8M0YL7i0AswET+S6ih/2IZReJWDfyhakV74l8ku1BZnGwvTspIXmVxfm sKzlfwNGU2qVL/prPc3C3w== 0000858558-95-000007.txt : 19950616 0000858558-95-000007.hdr.sgml : 19950616 ACCESSION NUMBER: 0000858558-95-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950615 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: READERS DIGEST ASSOCIATION INC CENTRAL INDEX KEY: 0000858558 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [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: 95547414 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: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [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. 3) CML Group, Inc. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 125820100 (CUSIP Number) Paul A. Soden Senior Vice President and 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) May 23, 1995 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 1,958,850 8) Shared Voting Power 9) Sole Dispositive Power 1,958,850 10)Shared Dispositive Power 11) Aggregate Amount Beneficially Owned By Each Reporting Person 1,958,850 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 3.9 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 publishing and direct marketing ("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 judgement, 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, stock splits, and dispositions, 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 1,958,850 shares of CML Common Stock and has engaged in the transactions in CML Common Stock during the past 60 days shown on Attachment 2 to this Statement. 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, and none 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. 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: June 15, 1995 THE READER'S DIGEST ASSOCIATION, INC. By MILAN KOFOL Milan Kofol Vice President and Treasurer 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, New York, 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., Two Park Avenue, New York, NY 10016 Lila Wallace-Reader's Digest Fund, Inc., Two Park Avenue, New York, NY 10016 Name: George V. Grune Citizenship: United States of America Principal Occupation: Chairman of the Board, 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 Executive 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, New York, 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, New York, 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"). The business address of each executive officer is: The Reader's Digest Association, Inc., Pleasantville, NY, 10570. Name: Kenneth A. Gordon Citizenship: United States of America Principal Occupation: Executive Vice President and President, Reader's Digest U.S.A. Name: Joseph M. Grecky Citizenship: United States of America Principal Occupation: Senior Vice President, Human Resources Name: George V. Grune [see Section I above] Name: Heikki K. Helenius Citizenship: Finland Principal Occupation: Vice President and President, Reader's Digest Europe Name: Barbara J. Morgan Citizenship: United States of America Principal Occupation: Senior Vice President and Editor-in-Chief, Books and Home Entertainment Name: Martin J. Pearson Citizenship: Australia Principal Occupation: Vice President and President, Reader's Digest Pacific Name: Jack A. Smith Citizenship: United States of America Principal Occupation: Vice President, Corporate Planning, Research and Development Name: Paul A. Soden Citizenship: United States of America Principal Occupation: Senior Vice President and General Counsel Name: Kenneth Y. Tomlinson Citizenship: United States of America Principal Occupation: Senior Vice President and Editor-in-Chief, Reader's Digest magazine Name: William H. Willis Citizenship: United States of America Principal Occupation: Vice President and President, Special Markets Group Name: Stephen R. Wilson Citizenship: United States of America Principal Occupation: Executive Vice President and Chief Financial Officer 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. The principal occupation of each executive officer is with the DeWitt Wallace-Reader's Digest Fund, Inc. and the Lila Wallace-Reader's Digest Fund, Inc. The business address of each executive officer is Two Park Avenue, New York, NY 10016. Name: Jessica Chao Citizenship: United States of America Principal Occupation: Vice President and Corporate Secretary Name: M. Christine DeVita [see Section I above] Name: George V. Grune [see Section I above] Chairman of the Board Name: Rob D. Nagel Citizenship: United States of America Principal Occupation: Chief Financial Officer and Treasurer THE READER'S DIGEST ASSOCIATION, INC. Attachment 2 to Schedule 13D re CML Group, Inc. Shares beneficially owned: Name Number of Shares Beneficially Owned Voting and Investment Power Kenneth Y. Tomlinson 1,200 Shared with Rebecca Tomlinson (Spouse) Transactions during the past 60 days: During the past 60 days, RDA has sold the following shares of CML Common Stock on the New York Stock Exchange: Date of transaction Number of shares Price per share ($) May 15, 1995 25,000 7.625 May 15, 1995 30,000 7.75 May 15, 1995 20,000 7.875 May 16, 1995 10,000 7.75 May 16, 1995 60,000 7.625 May 17, 1995 60,000 7.625 May 17, 1995 10,000 7.50 May 18, 1995 5,000 7.625 May 18, 1995 35,000 7.50 May 19, 1995 60,000 7.625 May 19, 1995 10,000 7.50 May 19, 1995 15,000 7.375 May 19, 1995 75,000 7.25 May 22, 1995 5,000 7.625 May 22, 1995 37,000 7.50 May 23, 1995 21,000 7.625 May 23, 1995 22,000 7.50 June 7, 1995 135,000 7.625 June 8, 1995 40,000 7.625 June 8, 1995 57,500 7.50 June 8, 1995 17,500 7.375 June 9, 1995 89,500 7.375 June 9, 1995 500 7.25 June 12, 1995 2,000 7.50 June 12, 1995 10,100 7.375 June 13, 1995 45,000 7.50 June 14, 1995 20,000 7.625 June 14, 1995 15,000 7.50 -----END PRIVACY-ENHANCED MESSAGE-----