SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

The Reader’s Digest Association, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

755267101

(CUSIP Number)

December 31, 2002-Filing pursuant to Rule 13d-2(b)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1 (b)

o Rule 13d-1 (c)

o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

13G
CUSIP No. 755267101
	1.	Name of Reporting Person: BOSTON PARTNERS ASSET MANAGEMENT, L.P.			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
				(a)  o
				(b)  o
		Not applicable
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
			5.	Sole Voting Power: -0- shares
			6.	Shared Voting Power: 5,377,156 shares
			7.	Sole Dispositive Power: -0- shares
			8.	Shared Dispositive Power: 5,377,156 shares
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 5,377,156 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): Not applicable
	11.	Percent of Class Represented by Amount in Row (9): 5.5%
	12.	Type of Reporting Person (See Instructions): IA, PN

13G
CUSIP No. 755267101
	1.	Name of Reporting Person: BPAM (GP), LLC			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
				(a)  o
				(b)  o
		Not applicable
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
			5.	Sole Voting Power: -0- shares
			6.	Shared Voting Power: 5,377,156 shares
			7.	Sole Dispositive Power: -0- shares
			8.	Shared Dispositive Power: 5,377,156 shares
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 5,377,156 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): Not applicable
	11.	Percent of Class Represented by Amount in Row (9): 5.5%
	12.	Type of Reporting Person (See Instructions): HC,00

13G
CUSIP No. 755267101
	1.	Name of Reporting Person: BPAM Holding Company			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
				(a)  o
				(b)  o
		Not applicable
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
			5.	Sole Voting Power: -0- shares
			6.	Shared Voting Power: 5,377,156 shares
			7.	Sole Dispositive Power: -0- shares
			8.	Shared Dispositive Power: 5,377,156 shares
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 5,377,156 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): Not applicable
	11.	Percent of Class Represented by Amount in Row (9): 5.5%
	12.	Type of Reporting Person (See Instructions): HC, 00

13G
CUSIP No. 755267101
	1.	Name of Reporting Person: Desmond John Heathwood			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
				(a)  o
				(b)  o
		Not applicable
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
			5.	Sole Voting Power: -0- shares
			6.	Shared Voting Power: 5,377,156 shares
			7.	Sole Dispositive Power: -0- shares
			8.	Shared Dispositive Power: 5,377,156 shares
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 5,377,156 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): Not applicable
	11.	Percent of Class Represented by Amount in Row (9): 5.5%
	12.	Type of Reporting Person (See Instructions): HC, IN

13G

Item 1.
	(a)	Name of Issuer:
		The Reader’s Digest Association, Inc. (the “Issuer”)
	(b)	Address of Issuer's Principal Executive Offices:
		Pleasantville, New York, 10570-7000
Item 2.
	(a)	Names of Persons Filing:
		Boston Partners Asset Management, L.P. (“BPAM”), BPAM (GP), LLC (“BPAM GP”), BPAM Holding Company, and Desmond John Heathwood. BPAM, BPAM GP, BPAM Holding Company, and Mr. Heathwood are sometimes referred to collectively herewith as the “Reporting Persons.”
	(b)	Address of Principal Business Office or, if None, Residence:
		The address of the principal business office of each of the Reporting Persons is 28 State Street, 20th Floor, Boston, MA 02109
	(c)	Citizenship:
		BPAM is a Delaware limited partnership. BPAM GP is a Delaware limited liability company. BPAM Holding Company is a Massachusetts business trust. Mr. Heathwood is a United States citizen.
	(d)	Title of Class of Securities:
		Common Stock, $.01 par value (“Common Stock”).
	(e)	CUSIP Number:
		755267101
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

13G

Item 4.	Ownership.
		Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
	(a)	Amount beneficially owned:
		Each of the Reporting Persons may be deemed to own beneficially 5,377,156 shares of Common Stock at December 31, 2002. BPAM owns of record 5,377,156 shares of Common Stock. As general partner of BPAM, BPAM GP may be deemed to own beneficially all of the shares of Common Stock that BPAM may be deemed to own beneficially. As the sole member of BPAM GP, BPAM Holding Company may be deemed to own beneficially all of the shares of Common Stock that BPAM GP may be deemed to own beneficially. As principal shareholder and sole trustee of BPAM Holding Company, Mr. Heathwood may be deemed to own beneficially all of the shares of Common Stock that BPAM Holding Company may be deemed to own beneficially. Therefore, each of the Reporting Persons may be deemed to own beneficially 5,377,156 shares of Common Stock of the Issuer.
	(b)	Percent of class:
		5.5 % for all Reporting Persons.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:
			0 shares for all Reporting Persons.
		(ii)	Shared power to vote or to direct the vote:
			5,377,156 shares for all Reporting Persons.
		(iii)	Sole power to dispose or to direct the disposition of:
			0 shares for all Reporting Persons.
		(iv)	Shared power to dispose or to direct the disposition of:
			5,377,156 shares for all Reporting Persons.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Pursuant to Rule 13d-4, each of BPAM GP, BPAM Holding Company, and Mr. Heathwood expressly disclaims beneficial ownership of any shares of Common Stock of the Issuer.
Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Instruction: Dissolution of a group requires a response to this item.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. BPAM holds all of the above 5,377,156 shares under management for its clients, who have the right to direct the receipt of dividends, to receive dividends from such shares and to receive the proceeds from the sale of such shares. None of these clients holds more than five percent of the Common Stock of the Issuer.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 2.
Item 8.	Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule §240.13d-1(c) or Rule §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable. BPAM, BPAM GP, BPAM Holding Company, and Mr. Heathwood expressly disclaim membership in a “group” as defined in Rule 13d-5(b)(1).
Item 9.	Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable.

Item 10.

Certification.

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1 hereto.

Dated: February 13, 2003

BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By:	BPAM (GP), LLC, the Class A General Partner
	By:	BPAM Holding Company, its sole member
		By:	/s/ Mary Ann Iudice
			William J. Kelly
			Treasurer and Secretary
			By:	Mary Ann Iudice
				Attorney-in-Fact*

BPAM (GP), LLC
By:	BPAM Holding Company, its sole member
	By:	/s/ Mary Ann Iudice
		William J. Kelly
		Treasurer and Secretary
		By:	Mary Ann Iudice
			Attorney-in-Fact*

BPAM Holding Company
	By:	/s/ Mary Ann Iudice
		William J. Kelly
		Treasurer and Secretary
		By:	Mary Ann Iudice
			Attorney-in-Fact*

/s/ Mary Ann Iudice
Desmond John Heathwood
By:	Mary Ann Iudice
	Attorney-in-Fact**

*     Signed pursuant to a Power of Attorney executed by William J. Kelly, a copy of which is filed herewith as Exhibit 24.2.

**     Signed pursuant to a Power of Attorney executed by Desmond John Heathwood (contained as Exhibit 24.1 to this Schedule 13G filed with the Securities and Exchange Commission on January 28, 2002, and incorporated herein by reference).

EX-1 3 w83461lexv1.htm EXHIBIT 1

Exhibit 1

AGREEMENT

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of The Reader’s Digest Association, Inc.

     This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

     EXECUTED this 13th day of February, 2003.

BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By:	BPAM (GP), LLC, the Class A General Partner
	By:	BPAM Holding Company, its sole member
		By:	/s/ Mary Ann Iudice
			William J. Kelly
			Treasurer and Secretary
			By:	Mary Ann Iudice
				Attorney-in-Fact*

BPAM (GP), LLC
By:	BPAM Holding Company, its sole member
	By:	/s/ Mary Ann Iudice
		William J. Kelly
		Treasurer and Secretary
		By:	Mary Ann Iudice
			Attorney-in-Fact*

BPAM Holding Company
	By:	/s/ Mary Ann Iudice
		William J. Kelly
		Treasurer and Secretary
		By:	Mary Ann Iudice
			Attorney-in-Fact*

/s/ Mary Ann Iudice
Desmond John Heathwood
By:	Mary Ann Iudice
	Attorney-in-Fact**

*     Signed pursuant to a Power of Attorney executed by William J. Kelly, a copy of which is filed herewith as Exhibit 24.2.

**     Signed pursuant to a Power of Attorney executed by Desmond John Heathwood (contained as Exhibit 24.1 to this Schedule 13G filed with the Securities and Exchange Commission on January 28, 2002, and incorporated herein by reference).

EX-2 4 w83461lexv2.htm EXHIBIT 2

Exhibit 2

BPAM GP, BPAM Holding Company, and Mr. Heathwood each make this filing pursuant to Rule 13d-1(b)(1)(ii)(G) in their capacity as a parent holding company or control person of BPAM. BPAM is a registered investment adviser that makes this filing pursuant to Rule 13d-1(b)(1)(ii)(E).

EX-24.2 5 w83461lexv24w2.htm EXHIBIT 24.2

EXHIBIT 24.2

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William J. Kelly, Treasurer and Secretary of BPAM Holding Company, hereby constitutes and appoints Mary Ann Iudice his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign any Schedule 13G or Schedule 13D relating to beneficial ownership and changes in beneficial ownership of equity securities of the companies set forth on Exhibit A hereto (each, a “Company” and, collectively, the “Companies”), and any amendment thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and submit copies thereof to any securities exchange or automated quotation system and to the applicable Company, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. This power-of-attorney shall expire at such time as BPAM Holding Company ceases to be subject to filing requirements under Section 13(d) and/or 13(g) under the Securities and Exchange Act of 1934, as amended, with respect to the Companies.

/s/ William J. Kelly
William J. Kelly

Dated: January 21, 2003

Exhibit A

Companies Subject to Power of Attorney
Dated as of January 21, 2003

American Physicians Capital, Inc.

DATATRAK International, Inc.

Enbridge Energy Management

FBR Asset Investment Corporation

GC Companies, Inc.

Inamed Corporation

Interep National Radio Sales, Inc.

IPC Holdings, Inc.

LNR Property Corporation

The Reader’s Digest Association, Inc.

RehabCare Group, Inc.

Saxon Capital, Inc.

Scottish Annuity & Life Holdings, Ltd.

Swift Energy Company

Ventiv Health, Inc.

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EX-24.2

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