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UNITED STATES
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
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For the quarterly period ended: December 31, 2003 |
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Commission file number: 1-5128 |
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MEREDITH CORPORATION |
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(Exact name of registrant as specified in its charter) |
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IOWA |
42-0410230 |
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(State or other jurisdiction of
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(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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Registrant's telephone number, including area code: ( 515) 284-3000 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [_]
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
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Shares of stock outstanding at January 31, 2004 |
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Common shares |
40,272,145 |
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Class B shares |
9,893,828 |
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Total common and class B shares |
50,165,973 |
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PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements
Meredith Corporation and Subsidiaries
(Unaudited)
December 31
June 30
Assets
2003
2003
(In thousands)
Current assets
Cash and cash equivalents
$
9,693
$
22,294
155,096
144,717
Inventories
32,411
27,148
Current portion of subscription acquisition costs
39,073
46,050
Current portion of broadcast rights
22,222
15,366
Other current assets
16,704
12,854
Total current assets
275,199
268,429
Property, plant and equipment
391,444
380,797
Less accumulated depreciation
(193,392
)
(179,313
)
Net property, plant and equipment
198,052
201,484
Subscription acquisition costs
36,637
33,464
Broadcast rights
9,472
9,252
Other assets
49,419
49,038
Intangibles, net
683,036
683,223
Goodwill
191,303
191,831
Total assets
$
1,443,118
$
1,436,721
See accompanying Notes to Interim Condensed Consolidated Financial Statements
Meredith Corporation and Subsidiaries
(Unaudited)
December 31
June 30
Liabilities and Shareholders' Equity
2003
2003
(In thousands except share data
Current liabilities
Current portion of long-term broadcast rights payable
$
30,872
$
23,060
Accounts payable
37,621
38,907
Accrued expenses
93,182
96,605
Current portion of unearned subscription revenues
145,124
138,627
Total current liabilities
306,799
297,199
Long-term debt
330,000
375,000
Long-term broadcast rights payable
19,232
21,514
Unearned subscription revenues
124,485
122,275
Deferred income taxes
85,856
71,979
Other noncurrent liabilities
50,948
47,989
Total liabilities
917,320
935,956
Shareholders' equity
Series preferred stock, par value $1 per share
Authorized 5,000,000 shares; none issued
-
-
Common stock, par value $1 per share
Authorized 80,000,000 shares; issued and outstanding
40,185
40,181
Class B stock, par value $1 per share, convertible to
common stock
Authorized 15,000,000 shares; issued and outstanding 9,897,929 shares at December 31, 2003 and 9,968,534 shares at June 30, 2003
9,898
9,969
Additional paid-in capital
-
5,038
Retained earnings
478,616
448,964
Accumulated other comprehensive loss
(834
)
(1,550
)
Unearned compensation
(2,067
)
(1,837
)
Total shareholders' equity
525,798
500,765
Total liabilities and shareholders' equity
$
1,443,118
$
1,436,721
See accompanying Notes to Interim Condensed Consolidated Financial Statements
Meredith Corporation and Subsidiaries
Three Months
Six Months
2003
2002
2003
2002
(In thousands except per share data)
Revenues
Advertising
$
164,532
$
151,227
$
329,399
$
300,298
Circulation
59,520
60,316
120,151
123,154
All other
56,327
40,168
103,499
78,321
Total revenues
280,379
251,711
553,049
501,773
Operating costs and expenses
Production, distribution and editorial
121,719
104,246
244,770
214,481
Selling, general and administrative
112,421
102,098
216,459
199,612
Depreciation and amortization
7,625
7,074
15,104
14,229
Total operating costs and expenses
241,765
213,418
476,333
428,322
Income from operations
38,614
38,293
76,716
73,451
Nonoperating expense
-
(297
)
-
(297
)
Interest income
35
123
84
321
Interest expense
(5,713
)
(6,592
)
(11,561
)
(15,096
)
Earnings before income taxes and cumulative
effect of change in accounting principle
32,936
31,527
65,239
58,379
Income taxes
12,749
12,206
25,251
22,598
Earnings before cumulative effect of
change in accounting principle
20,187
19,321
39,988
35,781
Cumulative effect of change in accounting
principle, net of taxes
-
-
-
(85,749
)
Net earnings (loss)
$
20,187
$
19,321
$
39,988
$
(49,968
)
Basic earnings (loss) per share
Before cumulative effect of change in accounting principle
$
0.40
$
0.39
$
0.80
$
0.72
Cumulative effect of change in accounting
-
-
-
(1.73
)
Net basic earnings (loss) per share
$
0.40
$
0.39
$
0.80
$
(1.01
)
Basic average shares outstanding
50,137
49,652
50,158
49,573
Diluted earnings (loss) per share
Before cumulative effect of change in
$
0.39
$
0.38
$
0.78
$
0.70
Cumulative effect of change in accounting
-
-
-
(1.68
)
Net diluted earnings (loss) per share
$
0.39
$
0.38
$
0.78
$
(0.98
)
Diluted average shares outstanding
51,609
51,247
51,583
51,069
Dividends paid per share
$
0.095
$
0.090
$
0.190
$
0.180
See accompanying Notes to Interim Condensed Consolidated Financial Statements
Meredith Corporation and Subsidiaries
Accumulated
Additional
Other
Common
Class B
Paid-in
Retained
Comprehensive
Unearned
(In thousands)
Stock
Stock
Capital
Earnings
Loss
Compensation
Total
Balance at June 30, 2003
$40,181
$9,969
$5,038
$448,964
$(1,550
)
$(1,837
)
$500,765
Net earnings
-
-
-
39,988
-
-
39,988
Other comprehensive income, net of tax
-
-
-
-
716
-
716
Total comprehensive income
40,704
Stock issued under various incentive
plans, net of forfeitures
228
-
6,072
-
-
(841
)
5,459
Purchases of Company stock
(286
)
(9
)
(13,015
)
(809)
-
-
(14,119
)
Conversion of class B to common stock
62
(62
)
-
-
-
-
-
Dividends paid, 19 cents per share
Common stock
-
-
-
(7,644
)
-
-
(7,644
)
Class B stock
-
-
-
(1,883
)
-
-
(1,883
)
Restricted stock amortized to operations
-
-
-
-
-
611
611
Tax benefit from incentive plans
-
-
1,905
-
-
-
1,905
Balance at December 31, 2003
$40,185
$9,898
$ -
$478,616
$(834
)
$(2,067
)
$525,798
See accompanying Notes to Interim Condensed Consolidated Financial Statements
Meredith Corporation and Subsidiaries
Six Months ended December 31
2003
2002
(In thousands)
Cash flows from operating activities
Net earnings (loss)
$
39,988
$
(49,968
)
Adjustments to reconcile net earnings (loss) to net cash provided by
operating activities:
Depreciation
14,793
14,102
Amortization
311
127
Interest rate swap adjustments
(2,162
)
822
Amortization of broadcast rights
16,056
18,911
Payments for broadcast rights
(17,608
)
(15,744
)
Cumulative effect of accounting change, net of taxes
-
85,749
Changes in assets and liabilities, net of acquisitions/dispositions:
Accounts receivable
(9,435
)
2,608
Inventories
(5,263
)
(740
)
Supplies and prepayments
(3,850
)
(6,628
)
Subscription acquisition costs
3,804
5,386
Other assets
3
2,817
Accounts payable
(1,703
)
(4,415
)
Accruals
(57
)
10,016
Unearned subscription revenues
8,707
12,997
Deferred income taxes
15,035
13,435
Other noncurrent liabilities
3,570
(2,085
)
Net cash provided by operating activities
62,189
87,390
Cash flows from investing activities
Acquisition of American Baby Group
-
(114,997
)
Additions to property, plant and equipment
(11,402
)
(16,955
)
Other
(376
)
(2,000
)
Net cash used by investing activities
(11,778
)
(133,952
)
Cash flows from financing activities
Long-term debt incurred
20,000
100,000
Repayment of long-term debt
(65,000
)
(61,000
)
Proceeds from common stock issued
5,634
9,148
Purchases of Company stock
(14,119
)
(13,246
)
Dividends paid
(9,527
)
(8,927
)
Net cash (used) provided by financing activities
(63,012
)
25,975
Net decrease in cash and cash equivalents
(12,601
)
(20,587
)
Cash and cash equivalents at beginning of period
22,294
28,225
Cash and cash equivalents at end of period
$
9,693
$
7,638
See accompanying Notes to Interim Condensed Consolidated Financial Statements
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies
a. General
The information included in the foregoing interim financial statements is unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring basis. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. Readers are referred to the company's Form 10-K for the year ended June 30, 2003 for complete financial statements and related notes. Certain prior-year amounts have been reclassified to conform with current-year presentation.
b. Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The Company bases its estimates on historical experience, management expectations for future performance and other assumptions, as appropriate. Key areas affected by estimates include: the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows; the determination of the net realizable value of broadcast rights, which is based on estimated future revenues; provisions for returns of magazines and books sold, which are based on historical experience and current marketplace conditions; the allowance for doubtful accounts, which is based on historical experience and specific knowledge about the collectibility of accounts receivable; and pension and postretirement benefit expenses, which are actuarially determined and include assumptions regarding discount rates, expected return on plan assets, and rates of increase in compensation and healthcare costs. The Company re-evaluates its estimates on an ongoing basis. Actual results may vary from those estimates.
Condensed Consolidated Balance Sheets
Accounts receivable, net
Condensed Consolidated Balance Sheets
(continued)
Condensed Consolidated Statements of Earnings (Loss) - Unaudited
Ended December 31
Ended December 31
principle
accounting principle
principle
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
Condensed Consolidated Statements of Cash Flows (Unaudited)
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MEREDITH CORPORATION AND SUBSIDIARIES |
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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(Unaudited) |
c. Stock-based compensation
Meredith accounts for awards of stock-based employee compensation under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Compensation costs are reflected in net earnings for restricted stock plans; however, no stock-based compensation cost is reflected in net earnings for the employee stock purchase plan or for stock options granted as all options had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation , to stock-based employee compensation:
Three Months
Six Months
Ended December 31
Ended December 31
2003
2002
2003
2002
(In thousands except per share data)
Net earnings (loss), as reported
$
20,187
$
19,321
$
39,988
$
(49,968
)
Add:
222
160
375
280
Deduct:
(2,103
)
(1,912
)
(3,816
)
(3,596
)
Pro forma net earnings (loss)
$
18,306
$
17,569
$
36,547
$
(53,284
)
Earnings (loss) per share
Basic - as reported
$
0.40
$
0.39
$
0.80
$
(1.01
)
Basic - pro forma
$
0.37
$
0.35
$
0.73
$
(1.07
)
Diluted - as reported
$
0.39
$
0.38
$
0.78
$
(0.98
)
Diluted - pro forma
$
0.35
$
0.34
$
0.71
$
(1.04
)
MEREDITH CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
d. Earnings per share
The following table presents the calculations of earnings per share:
Three Months
Six Months
2003
2002
2003
2002
(In thousands except per share)
Earnings before cumulative effect of change in accounting principle
$
20,187
$
19,321
$
39,988
$
35,781
Basic average shares outstanding
50,137
49,652
50,158
49,573
Dilutive effect of stock options
1,472
1,595
1,425
1,496
Diluted average shares outstanding
51,609
51,247
51,583
51,069
Earnings per share before cumulative effect of change in accounting principle
Basic
$
0.40
$
0.39
$
0.80
$
0.72
Diluted
$
0.39
$
0.38
$
0.78
$
0.70
For the three months ended December 31, antidilutive options excluded from the above calculations totaled 61,500 options in 2003 (with a weighted average exercise price of $49.76) and 94,000 options in 2002 (with a weighted average exercise price of $45.31). For the six months ended December 31, antidilutive options excluded from the above calculations totaled 66,500 options in 2003 (with a weighted average exercise price of $49.66) and 400,500 options in 2002 (with a weighted average exercise price of $42.01).
In the six months ended December 31, 2003 and 2002, options were exercised to purchase 196,000 shares and 488,000 shares, respectively.
e. Special-purpose entities
Meredith does not have any off-balance sheet arrangements. The Company's use of special-purpose entities is limited to Meredith Funding Corporation, whose activities are fully consolidated in Meredith's Condensed Consolidated Financial Statements.
2. Change in Accounting Principle
Meredith adopted Statement of Financial Accounting Standard (SFAS) No. 142,
Goodwill and Other Intangible Assets,
effective July 1, 2002. SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings, but be reviewed at least annually for impairment. SFAS No. 142 also establishes requirements for the periodic impairment review of goodwill and intangible assets with indefinite lives. Reviews are based on a fair-value approach as described in SFAS No. 142, which required an initial review of goodwill and intangible assets with indefinite lives as of the beginning of the fiscal year of adoption. This initial review resulted in transitional impairment losses of $139.9 million ($85.7 million after-tax), or $1.68 per diluted share.
Ended December 31
Ended December 31
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MEREDITH CORPORATION AND SUBSIDIARIES |
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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(Unaudited) |
This charge was recorded net of tax as the cumulative effect of a change in accounting principle in the first quarter of fiscal 2003. The impairment losses related to certain television Federal Communication Commission (FCC) licenses/network affiliation agreements ($33.7 million) and goodwill at certain television stations ($106.2 million). The fair values of the FCC licenses/network affiliation agreements and goodwill were determined by developing discounted cash flow analyses. The impairments were primarily the result of lower revenues and cash flows at television station WGCL-TV in Atlanta as compared to the projections on which the purchase price was based. The annual review for impairment will be performed as of May 31, 2004.
3. Restructuring accrual
In response to a weakening economy and a widespread advertising downturn in fiscal 2001, management took steps to reduce the number of Meredith employees, including a one-time, voluntary early retirement program. Other selective workforce reductions were achieved through attrition, realignments and job eliminations. Approximately 200 positions were eliminated in fiscal 2001 and early fiscal 2002. The company also wrote-off certain Internet investments. These actions were the primary factors in a fiscal 2001 fourth-quarter nonrecurring charge of $25.3 million for personnel costs ($18.4 million), asset write-downs and other ($8.2 million), offset by the reversal of excess accruals ($1.3 million). The accrual balance remaining was $1.3 million at June 30, 2003. Details of the activities affecting the accrual since that date follow:
(In thousands)
Restructuring accrual at June 30, 2003
$
1,322
Payments
(241
)
Restructuring accrual at December 31, 2003
$
1,081
Payments made during the quarter were for enhanced retirement benefits. These payments will continue for approximately five years.
4. Inventories
Major components of inventories are summarized below. Of total inventory values shown, approximately 25 percent are under the LIFO method at December 31, 2003 and 30 percent at June 30, 2003.
December 31
June 30
2003
2003
(In thousands)
Raw materials
$
13,246
$
8,745
Work in process
16,594
18,095
Finished goods
8,525
6,199
38,365
33,039
Reserve for LIFO cost valuation
(5,954
)
(5,891
)
Inventories
$
32,411
$
27,148
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MEREDITH CORPORATION AND SUBSIDIARIES |
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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(Unaudited) |
5. Intangible Assets and Goodwill
Intangible assets and goodwill consisted of the following:
December 31, 2003
June 30, 2003
(In thousands)
Gross Amount
Accumulated Amortization
Net Amount
Gross Amount
Accumulated Amortization
Net Amount
Intangible assets
subject to amortization
Publishing Group
Noncompete agreements
$ 2,534
$
(692
)
$
1,842
$ 2,534
$
(383
)
$
2,151
Customer lists
1,863
(1,863
)
-
1,863
(1,863
)
-
Total
$ 4,397
$
(2,555
)
1,842
$ 4,397
$
(2,246
)
2,151
Intangible assets not
subject to amortization
Publishing Group
Trademarks
48,131
48,131
Broadcasting Group
FCC licenses/network
633,063
632,941
Total
681,194
681,072
Intangibles, net
$
683,036
$
683,223
Amortization expense for intangible assets was $0.3 million for the six months ended December 31, 2003. Annual amortization expense for intangible assets is expected to be as follows: $0.7 million in fiscal 2004, $0.6 million in fiscal 2005, $0.5 million in fiscal 2006, $0.3 million in fiscal 2007, and $0.1 million in fiscal 2008. The noncompete agreements are being amortized on a straight-line basis over periods of 3 or 5 years.
The changes in the carrying amounts of goodwill for the first six months of fiscal 2004 and 2003 are as follows:
affiliation agreements
Six Months Ended
Six Months Ended
(In thousands)
Publishing
Broadcasting
Total
Publishing
Broadcasting
Total
Balance at beginning of period
$110,852
$80,979
$191,831
$ 36,455
$184,193
$220,648
Acquisitions
-
-
-
76,090
-
76,090
Impairment writedowns
-
-
-
-
(106,173
)
(106,173
)
Reclassified/other
(528
)
-
(528)
-
3,448
3,448
Balance at end of period
$110,324
$80,979
$191,303
$112,545
$ 81,468
$194,013
December 31, 2003
December 31, 2002
Group
Group
Group
Group
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MEREDITH CORPORATION AND SUBSIDIARIES |
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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(Unaudited) |
6. Meredith Funding Corporation
In connection with the asset-backed commercial paper facility, Meredith entered into a revolving agreement to sell all of its rights, title and interest in the majority of its accounts receivable related to advertising, book and miscellaneous revenues to Meredith Funding Corporation, a special purpose entity established to purchase accounts receivable from Meredith. At December 31, 2003, $147.6 million of accounts receivable, net of reserves, were outstanding under the agreement. Meredith Funding Corporation in turn sells receivable interests to an asset-backed commercial paper conduit administered by Bank One, N.A. In consideration of the sale,
Meredith receives cash and a subordinated note, bearing interest at the prime rate (4.00 percent at December 31, 2003), from Meredith Funding Corporation. The agreement is structured as a true sale under which the creditors of Meredith Funding Corporation will be entitled to be satisfied out of the assets of Meredith Funding Corporation prior to any value being returned to Meredith or its creditors. The accounts of Meredith Funding Corporation are fully consolidated in Meredith's Condensed Consolidated Financial Statements. The asset-backed commercial paper facility renews annually in April. Meredith has the ability and the intent to renew the facility each year and, therefore, the principal is reflected as due on April 9, 2007, the facility termination date.
7. Derivative Financial Instruments
At December 31, 2003, Meredith had interest rate swap contracts to pay fixed-rates of interest (average 5.3 percent) and receive variable-rates of interest (average 3-month LIBOR rate of 1.2 percent) on $127.5 million notional amount of indebtedness. These contracts expire in June 2004. The average notional amount outstanding under the contracts is expected to be $132 million in fiscal 2004. The fair market value of the interest rate swap contracts was a liability of $2.5 million at December 31, 2003. This amount is included in accrued expenses on the balance sheet.
As a result of the debt refinancing completed in April 2002 and subsequent debt repayments, Meredith had interest rate swap contracts that no longer met the qualifications for hedge accounting. Those swap contracts were deemed to be ineffective and dedesignated as hedge contracts. Therefore, all changes in the fair market value of those contracts are recorded in interest expense. Changes in the fair market value of the dedesignated swaps resulted in a $1.0 million reduction of interest expense in the quarter ended December 31, 2003 compared with a $0.5 million reduction in interest expense in the quarter ended December 31, 2002. Changes in the fair market value of the dedesignated swaps resulted in a $2.2 million reduction and a $0.8 million increase in interest expense for six months ended December 31, 2003 and 2002, respectively.
8. Postretirement Benefit Plans
Meredith sponsors defined healthcare and life insurance plans that provide benefits to eligible retirees. On December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). Meredith's plan does not provide prescription drug benefits for Medicare-eligible retirees. Therefore, the Act will have no impact on the Company's accumulated postretirement benefit obligation or net postretirement benefit costs.
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MEREDITH CORPORATION AND SUBSIDIARIES |
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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(Unaudited) |
9. Comprehensive Income
Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income includes net earnings as well as foreign currency translation adjustments and changes in the fair market value of interest rate swap contracts. Total comprehensive income for the three-month periods ended December 31, 2003 and 2002, was $20.6 million and $19.5 million, respectively. Total comprehensive income (loss) for the six-month periods ended December 31, 2003 and 2002, was $40.7 million and $(50.2) million, respectively.
10. Segment Information
Meredith Corporation is a diversified media company primarily focused on the home and family marketplace. Based on products and services, the Company has established two reportable segments: publishing and broadcasting. The publishing segment includes magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing, and other related operations. The broadcasting segment includes the operations of 11 network-affiliated television stations. There are no material intersegment transactions. There have been no changes in the basis of segmentation since June 30, 2003.
There are two principal financial measures reported to the chief executive officer for use in assessing segment performance and allocating resources. Those measures are operating profit and earnings before interest, taxes, depreciation and amortization (EBITDA). Operating profit, disclosed below, is revenues less operating costs excluding any nonrecurring charges, nonoperating expense, interest income and expense, and unallocated corporate expenses. Segment operating costs include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff and human resources administration expense. These costs are allocated based on actual usage or other appropriate methods, primarily number of employees. Unallocated corporate expenses are corporate overhead expenses not attributable to the operating groups. Segment EBITDA also excludes any nonrecurring charges, nonoperating expense, and unallocated corporate expenses. In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information , EBITDA is not presented below.
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MEREDITH CORPORATION AND SUBSIDIARIES |
|
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
||
|
(Unaudited) |
|
Three Months |
Six Months |
|||||||||||
|
Ended December 31 |
Ended December 31 |
|||||||||||
|
(In thousands) |
2003 |
2002 |
2003 |
2002 |
||||||||
|
Revenues |
||||||||||||
|
Publishing |
$ |
206,855 |
$ |
170,927 |
$ |
413,526 |
$ |
356,795 |
||||
|
Broadcasting |
73,524 |
80,784 |
139,523 |
144,978 |
||||||||
|
Total revenues |
$ |
280,379 |
$ |
251,711 |
$ |
553,049 |
$ |
501,773 |
||||
|
Operating profit |
||||||||||||
|
Publishing |
$ |
22,824 |
$ |
17,402 |
$ |
55,824 |
$ |
46,340 |
||||
|
Broadcasting |
21,284 |
27,143 |
32,933 |
38,463 |
||||||||
|
Unallocated corporate |
(5,494 |
) |
(6,252 |
) |
(12,041 |
) |
(11,352 |
) |
||||
|
Income from operations |
$ |
38,614 |
$ |
38,293 |
$ |
76,716 |
$ |
73,451 |
||||
|
Depreciation and amortization |
||||||||||||
|
Publishing |
$ |
2,588 |
$ |
2,533 |
$ |
5,107 |
$ |
5,062 |
||||
|
Broadcasting |
4,384 |
3,994 |
8,672 |
8,114 |
||||||||
|
Unallocated corporate |
|
653 |
|
|
547 |
|
|
1,325 |
|
|
1,053 |
|
|
Total depreciation and amortization |
$ |
7,625 |
$ |
7,074 |
$ |
15,104 |
$ |
14,229 |
||||
|
Management's Discussion and Analysis of Financial Condition |
||
|
and Results of Operations |
The following discussion presents the key factors that have affected the Company's business in the second quarter and first six months of fiscal 2004 and fiscal 2003. This commentary should be read in conjunction with the consolidated financial statements presented elsewhere in this report and with the Company's Form 10-K for the fiscal year ended June 30, 2003.
FORWARD-LOOKING STATEMENTS
Sections of this report-and management's public commentary from time to time-may contain certain forward-looking statements that are subject to risks and uncertainties. The words expect, anticipate, believe, likely, will , and similar terms generally identify forward-looking statements. These statements are based on management's current knowledge and estimates of factors affecting the Company's operations. Readers are cautioned not to place undue reliance on such forward-looking information; actual results may differ materially from those currently anticipated.
Factors that could adversely affect future results include but are not limited to downturns in national and/or local economies; a softening of the domestic advertising market; world, national or local events that could disrupt broadcast television; increased consolidation among major advertisers or other events depressing the level of advertising spending; the unexpected loss of one or more major clients; changes in consumer reading, purchase, and/or television viewing patterns; unanticipated increases in paper, postage, printing, or syndicated programming costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution; changes in legislation or government regulations affecting the Company's industries; unexpected changes in interest rates; and any acquisitions and/or dispositions. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
ACQUISITION
In December 2002, Meredith purchased American Baby magazine and related assets (American Baby Group) from Primedia Inc., for $117.9 million ($115.0 million plus certain costs). American Baby magazine, introduced in 1938, is published monthly and has a circulation of 2 million. Other American Baby Group properties acquired include Childbirth and First Year of Life magazines, three Hispanic titles and related marketing programs, the American Baby television program currently shown on The Discovery Channel
® television network, web sites, custom publications and other related programs.NEW ACCOUNTING STANDARD
Meredith adopted Statement of Financial Accounting Standards (SFAS) No. 142 , Goodwill and Other Intangible Assets , effective July 1, 2002. SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings, but be reviewed at least annually for impairment. The provisions of SFAS No. 142 that pertain to the impairment of goodwill and intangible assets not being amortized have superceded the impairment related provisions in SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of . Under SFAS No. 121, the impairment review was based generally on future undiscounted cash flows. Under SFAS No. 142, the impairment review must be based on a fair-value approach. The estimated fair values of these assets are determined by developing discounted future cash flow analyses. SFAS No. 142 required an initial review of goodwill and intangible assets with indefinite lives as of the beginning of the fiscal year of adoption and another review later in the same fiscal year. The Company's initial review resulted in transitional impairment losses of $139.9 million ($85.7 million after tax), or $1.68 per diluted share. The impairment losses reflected the write-down of Federal Communication Commission (FCC) television licenses/network affiliation agreements ($33.7 million) and goodwill at certain television stations ($106.2 million). The majority of the impaired assets related to the acquisition of television station WGCL-TV in Atlanta in March 1999. The charge was recorded net of tax as the cumulative effect of a change in accounting principle in the first quarter of fiscal 2003. The subsequent annual review for impairment was performed as of May 31, 2003. No further adjustments were required as a result of that review.
USE OF NON-GAAP FINANCIAL MEASURES
Financial measures included in this Management's Discussion and Analysis of Financial Condition and Results of Operations that are not in accordance with generally accepted accounting principles (GAAP) are referred to as non-GAAP financial measures. While management believes these measures contribute to an understanding of the Company's financial performance, they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Management uses and presents non-GAAP financial measures, along with GAAP results, to evaluate and communicate the performance of the Company and its segments. Management believes the non-GAAP financial measures provide an additional analytic tool to understand the Company's results from core operations and underlying trends. Each section of Management's Discussion and Analysis of Financial Condition and Results of Operations reporting non-GAAP financial measures includes reconciliations to the most directly comparable GAAP financial measures.
Meredith's primary use of non-GAAP financial measures relates to earnings before interest, taxes, depreciation, and amortization (EBITDA) which excludes nonoperating income (expense) and nonrecurring charges. Meredith's management uses EBITDA along with operating profit and other GAAP measures to evaluate the financial performance of the Company's broadcasting segment. EBITDA is a common alternative measure of performance in the broadcasting industry and is used by investors and financial analysts. The calculation of EBITDA may vary between companies. Management does not use broadcasting segment EBITDA as a measure of liquidity nor is EBITDA necessarily indicative of funds available for management's discretionary use.
RESULTS OF OPERATIONS
Consolidated
|
|
|
|
Percent
|
||
|
(In thousands) |
|||||
|
Total revenues |
$ |
280,379 |
$ |
251,711 |
11 % |
|
Income from operations |
38,614 |
38,293 |
1 % |
||
|
Net earnings |
20,187 |
19,321 |
4 % |
||
|
Diluted earnings per share |
0.39 |
0.38 |
3 % |
||
|
|
|
|
Percent
|
||
|
(In thousands) |
|||||
|
Total revenues |
$ |
553,049 |
$ |
501,773 |
10 % |
|
Income from operations |
76,716 |
73,451 |
5 % |
||
|
Earnings before cumulative effect of change in accounting principle |
39,988 |
35,781 |
12 % |
||
|
Diluted earnings per share before cumulative effect of change in accounting principle |
0.78 |
0.70 |
10 % |
||
|
Net earnings (loss) |
39,988 |
(49,968) |
nm |
||
|
Diluted earnings (loss) per share |
0.78 |
(0.98) |
nm |
||
|
nm = not meaningful |
Revenues
Operating costs and expenses
Operating costs and expenses increased 13 percent in the quarter and 11 percent in the six-month period. Exclusive of the impact of the American Baby Group acquisition, the increases were 10 percent in the quarter and 7 percent in the six-month period. Comparable production, distribution, and editorial costs increased because of higher volumes of magazine advertising pages, integrated marketing projects and books sold. Partially offsetting these cost increases was lower broadcasting program rights amortization expense. This decline reflects management's efforts to improve program rights purchasing methods while maintaining quality programming. Comparable selling, general, and administrative expenses increased because of investments in publishing selling, marketing and research activities and higher publishing performance-based incentive accruals
.
Partially offsetting these cost increases were lower magazine subscription acquisition costs resulting from a shift to more profitable direct-to-publisher subscriber sources.
Nonoperating expense
Nonoperating expenses in the prior-year quarter and six-month period consisted of a charge of $1.6 million for the write-off of an investment in a start-up technology company and a gain of $1.3 million related to the final settlement with News Corporation and Fox Television Stations, Inc., of the June 2002 exchange of two Florida stations for KPTV in Portland, OR.
Interest
Net interest expense was $5.7 million in the second quarter compared with $6.5 million in the second quarter of fiscal 2003. Net interest expense was $11.5 million in the six months ended December 31, 2003, compared to $14.8 million in the comparable prior-year period. The declines reflected lower average debt outstanding in the current periods and favorable changes in the fair market value adjustments on interest rate swap contracts. The fair market value adjustments resulted in reductions of interest expense of $1.0 million in the current quarter versus $0.5 million in the prior-year second quarter. In the six-month periods, the fair market value adjustments resulted in a reduction of interest expense of $2.2 million in the current fiscal year compared to an increase in interest expense of $0.8 million in the prior fiscal year.
Income Taxes
The Company's effective tax rate for the quarter and six months just ended and for the same periods in the previous fiscal year was 38.7 percent.
Earnings and earnings per share
Fiscal 2004 second quarter net earnings were $20.2 million (39 cents per diluted share) compared with net earnings of $19.3 million (38 cents per diluted share) in the prior-year second quarter. Net earnings were $40.0 million (78 cents per diluted share) in the six months ended December 31, 2003 compared with earnings before the cumulative effect of a change in accounting principle of $35.8 million (70 cents per diluted share) in the prior-year period. The earnings improvements reflected the strong performance of the publishing business, including the addition of the American Baby Group, and lower interest expense. These improvements were partially offset by lower broadcasting earnings due to the cyclical decrease in political advertising revenues.
In the first quarter of the prior fiscal year, Meredith recorded an after-tax charge of $85.7 million ($1.68 per diluted share) for the cumulative effect of a change in accounting principle. The charge related to the adoption of SFAS No. 142 , Goodwill and Other Intangible Assets , effective July 1, 2002. Including that charge the Company recorded a net loss of $50.0 million (98 cents per diluted share) in the first six months of the prior fiscal year.
PUBLISHING
|
|
|
|
Percent
|
||
|
(In thousands) |
|||||
|
Advertising revenues |
$ |
92,548 |
$ |
71,905 |
29 % |
|
Circulation revenues |
59,520 |
60,316 |
(1)% |
||
|
Other revenues |
54,787 |
38,706 |
42 % |
||
|
Total revenues |
206,855 |
170,927 |
21 % |
||
|
Operating profit |
22,824 |
17,402 |
31 % |
||
|
|
|
|
Percent
|
||
|
(In thousands) |
|||||
|
Advertising revenues |
$ |
193,159 |
$ |
158,513 |
22 % |
|
Circulation revenues |
120,151 |
123,154 |
(2)% |
||
|
Other revenues |
100,216 |
75,128 |
33 % |
||
|
Total revenues |
413,526 |
356,795 |
16 % |
||
|
Operating profit |
55,824 |
46,340 |
20 % |
||
Revenues
Publishing revenues increased 21 percent in the second quarter and 16 percent in the first half of fiscal 2004 compared with the respective prior-year periods. Excluding the impact of the American Baby Group acquisition, publishing revenues increased 15 percent in the quarter and 9 percent in the six-month period. To enhance comparability, the following discussion excludes revenues from the American Baby Group.
Comparable magazine advertising revenues increased 19 percent in the quarter and 11 percent in the first half of fiscal 2004. The growth was primarily a result of an increase in the number of advertising pages sold. All magazines reported higher advertising pages and revenues in the current periods. The growth in advertising pages was partially offset by lower average revenues per page at some titles reflecting the competitive advertising marketplace and management's efforts to increase market share. Combined advertising pages at the Company's two largest circulation titles, Better Homes and Gardens and Ladies' Home Journal , increased in the mid-teens on a percentage basis in the quarter and were up in the low-double digits for the first half of fiscal 2004. Advertising page growth was stronger at the mid-sized group of titles, which includes Country Home , Traditional Home, Midwest Living and MORE magazines. Country Home benefited from one additional issue in the quarter due to a shift in the timing of issues. Advertising categories showing strength in the quarter included home and building, packaged goods, direct response and travel. An increase in online advertising also contributed to the growth in advertising revenues in both periods.
Comparable magazine circulation revenues declined 2 percent in the second quarter and 3 percent in the six-month period versus the comparable prior-year periods. The declines reflected lower newsstand sales due to industrywide weakness at the newsstand and fewer issues of Special Interest Publications on sale in the first half of fiscal 2004. Lower average subscription revenues per copy at several titles, due to an increase in the term of direct mail offers, also contributed to the decline. Partially offsetting these declines were increased revenues from one additional issue of Country Home magazine on sale in the quarter.
Comparable other publishing revenues increased 33 percent from the prior-year second quarter and were up 25 percent in the six-month period reflecting strong new business growth in integrated marketing and increased book sales. Integrated marketing is the Company's custom publishing operation. One of the new projects in the current year is publication of the monthly programming guide for DIRECTV satellite television. Book revenues continued their strong growth led by sales of books based on the Monster Garage and Trading Spaces television series and home improvement titles for The Home Depot. The 12 th edition of the Better Homes and Gardens New Cook Book, which was released a year ago, continued its strong performance.
Operating costs
Publishing costs increased 20 percent in the quarter and 15 percent in the six-month period. Excluding costs of the American Baby Group, the increases were in the mid-teens in the quarter and approximately 10 percent in the first half of fiscal 2004. The increases in comparable costs reflected volume-related increases in magazine paper and postage costs, book royalties and integrated marketing and book production costs. In addition, average paper prices increased approximately 3 percent in both the quarter and six-month period. Also contributing to the cost increases were higher employee compensation, selling, marketing and research costs. Partially offsetting these cost increases were lower magazine subscription costs resulting from a shift to more profitable direct-to-publisher subscriber sources.
Operating profit
Publishing operating profit increased 31 percent in the second quarter and 20 percent in the first half of fiscal 2004. Major factors in the improvement were the addition of the American Baby Group in December 2002, higher advertising revenues and growth in book and integrated marketing sales and operating profits.
BROADCASTING
|
|
|
|
Percent
|
||
|
(In thousands) |
|||||
|
Non-political advertising revenues |
$ |
71,539 |
$ |
65,247 |
10 % |
|
Political advertising revenues |
445 |
14,075 |
(97)% |
||
|
Other revenues |
1,540 |
1,462 |
5 % |
||
|
Total revenues |
73,524 |
80,784 |
(9)% |
||
|
Operating profit |
21,284 |
27,143 |
(22)% |
||
|
|
|
|
Percent
|
||
|
(In thousands) |
|||||
|
Non-political advertising revenues |
$ |
135,446 |
$ |
121,438 |
12 % |
|
Political advertising revenues |
794 |
20,347 |
(96)% |
||
|
Other revenues |
3,283 |
3,193 |
3 % |
||
|
Total revenues |
139,523 |
144,978 |
(4)% |
||
|
Operating profit |
32,933 |
38,463 |
(14)% |
||
Revenues
Operating costs
Operating costs decreased 3 percent in the quarter and were flat in the first half of fiscal 2004 compared with the respective prior-year periods. The decline in costs in the quarter primarily reflected lower broadcasting program rights amortization and lower employee compensation costs. Management has emphasized efforts to reduce the amount and cost of broadcasting program rights purchases while maintaining or improving programming quality and these efforts have begun to pay off. In the year-to-date period, and to a lesser extent in the quarter, these declines were offset by investments in local news and more aggressive sales and promotion efforts.
Operating profit
Broadcasting operating profit declined 22 percent in the second quarter and was down 14 percent in the first half of fiscal 2004. The declines primarily reflected lower revenues as costs were fairly consistent year-over-year.
Supplemental disclosure of broadcasting EBITDA
Meredith's broadcasting EBITDA is defined as broadcasting segment operating profit plus depreciation and amortization expense. EBITDA is not a GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures. The following table provides reconciliations between broadcasting segment operating profit and EBITDA. The EBITDA margin is defined as segment EBITDA divided by segment revenues.
Three Months
Six Months
2003
2002
2003
2002
(In thousands)
Revenues
$
73,524
$
80,784
$
139,523
$
144,978
Operating profit
21,284
27,143
32,933
38,463
Depreciation and amortization
4,384
3,994
8,672
8,114
EBITDA
25,668
31,137
41,605
46,577
EBITDA margin
34.9 %
38.5 %
29.8 %
32.1 %
UNALLOCATED CORPORATE EXPENSES
ended December 31
ended December 31
|
|
|
Percent
|
|||
|
Three Months ended December 31 |
$ |
5,494 |
$ |
6,252 |
(12)% |
|
Six Months ended December 31 |
$ |
12,041 |
$ |
11,352 |
6 % |
Unallocated corporate expenses, which represent general corporate overhead expenses not attributable to the operating groups, declined 12 percent in the second quarter and were up 6 percent in the first six months of fiscal 2004 compared with the respective prior-year periods. The decline in expenses in the quarter reflected lower promotion and employee compensation costs. In the year-to-date period, employee compensation costs were up slightly as were costs for corporate governance.
LIQUIDITY AND CAPITAL RESOURCES
|
|
|
|
Percent
|
||
|
(In thousands) |
|||||
|
Net earnings (loss) |
$ |
39,988 |
$ |
(49,968) |
nm |
|
Cash flows from operations |
62,189 |
87,390 |
(29)% |
||
|
Cash flows from investing |
(11,778) |
(133,952) |
(91)% |
||
|
Cash flows from financing |
(63,012) |
25,975 |
nm |
||
|
Net decrease in cash and cash equivalents |
(12,601) |
(20,587) |
39 % |
||
| nm = not meaningful |
Cash and cash equivalents declined $12.6 million in the six months ended December 31, 2003 compared with a decline of $20.6 million in the same period a year ago. Major factors affecting the change in cash usage included the acquisition of the American Baby Group in the prior-year period and the effect of that acquisition on the change in net debt outstanding, a net reduction in debt in the current period and a current-year decline in cash provided by operations. Cash provided by operating activities declined 29 percent to $62.2 million from $87.4 million in the same period a year ago. An increase in earnings before the noncash charge for a change in accounting principle in the prior year was more than offset by increased use of cash for working capital requirements. This resulted from an increase in accounts receivable and inventories related to volume increases in magazine advertising, integrated marketing and book sales and a decline in accruals related to employee compensation.
In the current period, net debt decreased by $45 million as a result of debt payments. In the prior period, Meredith acquired the American Baby Group in December 2002 for $117.9 million. The acquisition was financed with $100 million in debt from existing credit facilities and cash on hand. As a result, net debt outstanding increased $39 million in the prior-year period.
Meredith traditionally contributes the maximum allowable tax deductible amount to it qualified defined benefit pension plans. In fiscal 2003 the Company's contribution totaled $12 million, including $4 million in the first six months of the fiscal year. No contributions have been made in the six months ending December 31, 2003. Meredith expects to contribute approximately $9 million, the maximum allowable tax deductible amount, to the plans in fiscal 2004. The Company's required contribution is less than $1 million.
Long-term debt
At December 31, 2003, long-term debt outstanding totaled $330 million and consisted of $30 million outstanding under the asset-backed commercial paper facility and $300 million outstanding in fixed-rate unsecured senior notes. Management believes these debt agreements are material to discussions of the Company's liquidity. All of these debt agreements include financial covenants, and failure to comply with any such covenants could result in the debt becoming payable on demand. A summary of the Company's significant financial covenants and their status at December 31, 2003 follows:
| 1 EBITDA is earnings before interest, taxes, depreciation and amortization as defined in the debt agreements. |
| 2 EBIT is earnings before interest and taxes as defined in the debt agreements. |
| 3 Consolidated shareholders' equity is adjusted for special items as defined in the debt agreements. |
The Company was in compliance with these and all other debt covenants at December 31, 2003 and expects to remain so in the future.
Meredith uses interest rate swap contracts to manage interest cost and risk associated with possible increases in variable interest rates. The swap contracts expire in June 2004. The notional amount of indebtedness outstanding under the contracts is expected to be $132 million in fiscal 2004. The Company is exposed to credit-related losses in the event of nonperformance by counterparties to the contracts. Given the strong creditworthiness of the counterparties, management does not expect any of them to fail to meet their obligations. The weighted-average interest rate on debt outstanding at December 31, 2003, including the effect of the hedged interest rate swap contracts, was approximately 6.5 percent.
As a result of the debt refinancing completed in April 2002 and subsequent debt repayments, Meredith has interest rate swap contracts that no longer meet the qualifications for hedge accounting. These contracts were deemed to be ineffective and dedesignated as hedge contracts. Therefore, all changes in the fair market value of these contracts are recorded in interest expense.
Share repurchase program
As part of Meredith's ongoing share repurchase program, the Company spent $14.1 million to repurchase an aggregate of 294,000 shares of Meredith Corporation common stock at then current market prices in the first six months of fiscal 2004. This compares with spending of $13.2 million for the repurchase of 325,000 shares in the first six months of the prior fiscal year. The Company expects to continue to repurchase shares from time to time in the foreseeable future, subject to market conditions. As of February 2, 2004, approximately 2.5 million shares were authorized for future repurchase, including a 2 million share repurchase authorization approved by the Board of Directors in February 2004. The status of this program is reviewed at each quarterly Board of Directors meeting.
Dividends
Dividends paid in the first half of fiscal 2004 were $9.5 million, or 19 cents per share. Dividends paid in the first half of the prior fiscal year were $8.9 million, or 18 cents per share. In February 2004, the Board of Directors increased the quarterly dividend 26 percent, or two and one-half cents per share, to 12 cents per share effective with the dividend payable on March 15, 2004. Given the current number of shares outstanding, this will result in additional dividend payments of approximately $5 million annually.
Capital Expenditures
Spending for property, plant and equipment totaled $11.4 million in the first six months of fiscal 2004 compared with prior-year spending of $17.0 million in the comparable period. The decrease resulted from prior-year spending for equipment and remodeling associated with the consolidation of the Portland duopoly and for the initial transition to digital technology at five stations that did not reoccur. The Company has no material commitments for capital expenditures. Funds for capital expenditures are expected to come from operating activities or, if necessary, borrowings under credit agreements.
OTHER MATTERS
Outlook
Third quarter fiscal 2004 publishing advertising revenues are running up in the low-to-mid-single digits, on a percentage basis, from the same quarter a year ago. Third quarter broadcasting advertising bookings are currently pacing up in the mid-teens on a percentage basis. Broadcasting advertising bookings are a snapshot in time and change frequently.
|
Quantitative and Qualitative Disclosures about Market Risk |
Meredith is exposed to certain market risks as a result of its use of financial instruments, in particular the potential market value loss arising from adverse changes in interest rates. Readers are referred to Item 7a. Quantitative and Qualitative Disclosures about Market Risk of the Company's fiscal 2003 Form 10-K for a more complete discussion of these risks.
Long-term debt
At December 31, 2003, Meredith had outstanding $30.0 million in variable-rate long-term debt and $300.0 million in fixed-rate long-term debt. There are no material earnings or liquidity risks associated with the Company's variable-rate debt because of interest rate swap contracts that reduce exposure to interest rate fluctuations by effectively converting variable-rate debt to fixed-rate debt. The fair market value of the variable-rate debt approximates the carrying amount. There also are no earnings or liquidity risks associated with the Company's fixed rate debt. The fair market value of the fixed-rate debt (based on discounted cash flows reflecting borrowing rates currently available for debt with similar terms and maturities) varies with fluctuations in interest rates. A 10 percent decrease in interest rates would have changed the fair market value of the fixed-rate debt to $320.9 million from $317.8 million at December 31, 2003.
Interest rate swap contracts
Meredith has an interest rate swap contract outstanding that is designated as a cash flow hedge and effectively converts the Company's variable-rate debt to fixed-rate debt. There are no earnings or liquidity risks associated with this swap contract. The fair market value of the interest rate swap contract is the estimated amount (based on discounted cash flows) the Company would pay or receive to terminate the swap contract. A 10 percent decrease in interest rates would have had no material effect on the $0.8 million cost to terminate the swap contract at December 31, 2003.
As a result of the April 2002 debt refinancing, Meredith also has interest rate swap contracts outstanding that are no longer designated as hedges against variable-rate obligations. While there is no liquidity risk associated with these swap contracts, changes in interest rates expose the Company to earnings risk because all changes in the fair market value of the swap contracts are recorded in interest expense. At December 31, 2003, a 10 percent decrease in interest rates would have had no material effect on the $1.8 million cost to terminate these swap contracts.
Broadcast rights payable
There has been no material change in the market risk associated with broadcast rights payable since June 30, 2003.
|
Controls and Procedures |
Meredith's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this Form 10-Q, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that Meredith files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.
|
OTHER INFORMATION |
|
Item 4. |
Submission of Matters to a Vote of Security Holders. |
|
Exhibits and Reports on Form 8-K |
|
(a) |
Exhibits |
|||
|
3.1 |
Restated Articles of Incorporation, as amended. |
|||
|
31 |
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
|
32 |
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|||
|
(b) |
Reports on Form 8-K |
|||
|
During the second quarter of fiscal 2004, the company filed the following reports on Form 8-K: |
||||
|
On October 29, 2003, reporting under Item 12 and providing under Item 7 the text of a news release dated October 29, 2003, reporting earnings for the first fiscal quarter ended September 30, 2003. The Company also filed a report on October 29, 2003, reporting under Item 12 and providing under Item 7 the script of a conference call held with analysts concerning the news release of the same date. |
||||
|
On December 9, 2003, reporting under Item 5 and providing under Item 7 the text of a management presentation at the UBS Warburg Media Conference on December 9, 2003 and at the CSFB Media Conference on December 10, 2003. |
||||
|
|
|||
|
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. |
|||
|
MEREDITH CORPORATION |
|||
|
Registrant |
|||
|
/s/ Suku V. Radia |
|||
|
|
|||
|
Suku V. Radia |
|||
|
Vice President - Chief Financial Officer |
|||
|
(Principal Financial and Accounting Officer) |
|||
|
Date: |
February 10, 2004 |
Index to Exhibits
Exhibit
Item
3.1
Restated Articles of Incorporation, as amended.
31
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Number
|
FINANCIAL DATA: |
||
|
|
||
Exhibit 3.1
|
RESTATED ARTICLES OF INCORPORATION |
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OF |
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MEREDITH CORPORATION |
I
The name of the corporation is MEREDITH CORPORATION.
II
The corporation is organized for the purpose of engaging in any lawful
business for which corporations may be organized under the Iowa Business
Corporation Act.
III
A. Capitalization. The total number of shares of stock of all classes
which the corporation shall have authority to issue is 21,000,000 shares, of
which 1,000,000 shares shall be preferred stock, par value $1.00 per share
(hereinafter called "series preferred stock"), and 20,000,000 shares of which
shall be common stock, par value $1.00 per share (hereinafter called "common
stock").
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the shares of each
class are as follows:
1. The series preferred stock may be issued from time to time in one
or more series, the shares of each series to have the voting powers, full
or limited, and the designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof as are stated and expressed herein or in the
resolution or resolutions providing for the issuance of the series,
adopted by the board of directors as hereinafter provided.
2. Authority is hereby expressly granted to the board of directors
of the corporation, subject to the provisions of this Article III and to
the limitations prescribed by law, to authorize the issuance of one or
more series of series preferred stock and with respect to each series to
fix by resolution or resolutions providing for the issuance of the series
the voting powers, full or limited, if any, of the shares of the series
and the designations, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or restrictions
thereof. Each series shall consist of such number of shares as shall be
stated and expressed in the resolution or resolutions providing for the
issuance of the stock of the series together with such additional number
of shares as the board of directors by resolution or resolutions may from
time to time determine to issue as a part of the series. The board of
directors may from time to time decrease the number of shares of any
series of series preferred stock (but not below the number thereof then
outstanding) by providing that any unissued shares previously assigned to
the series shall no longer constitute part thereof and may assign the
unissued shares to an existing or newly created series.
The authority of the board of directors with respect to each series
shall include, but not be limited to, the determination or fixing of the
following:
(a) The designation of the series.
(b) The dividend rate of the series, the conditions and dates
upon which dividends shall be payable, the relation which the
dividends shall bear to the dividends payable on any other class or
classes of stock, and whether the dividends shall be cumulative or
non-cumulative.
(c) Whether the shares of the series shall be subject to
redemption by the corporation and, if made subject to redemption, the
times, prices and other terms and conditions of the redemption.
(d) The rights of the holders of the shares of the series upon
the dissolution of, or upon the distribution of assets of, the
corporation, and the amount payable on the shares in the event of
voluntary or involuntary liquidation.
(e) The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of the series.
(f) Whether or not the shares of the series shall be
convertible into or exchangeable for shares of any other classes or
of any other series of any class or classes of stock of the
corporation and, if provision be made for conversion or exchange, the
times, prices, rates, adjustments, and other terms and conditions of
the conversion or exchange.
(g) The extent, if any, to which the holders of the shares of
the series shall be entitled to vote with respect to the election of
directors or otherwise.
3. The holders of shares of each series of series preferred stock
shall be entitled to receive, when and as declared by the board of
directors, out of funds legally available for the payment of dividends,
dividends at the rates fixed by the board of directors for such series,
and no more, before any dividends, other than dividends payable in common
stock, shall be declared and paid, or set apart for payment, on the common
stock with respect to the same dividend period.
4. Whenever, at any time, dividends on the then outstanding series
preferred stock as may be required with respect to any series outstanding
shall have been paid or declared and set apart for payment and after
complying with respect to any retirement or sinking fund or funds for any
series of series preferred stock, the board of directors may, subject to
the provisions of the resolution or resolutions creating any series of
series preferred stock, declare and pay dividends on the common stock, and
the holders of shares of preferred stock shall not be entitled to share
therein.
5. The holders of shares of each series of series preferred stock
shall be entitled upon liquidation or dissolution or upon the distribution
of the assets of the corporation to such preferences as provided in the
resolution or resolutions creating the series, and no more, before any
distribution of the assets of the corporation shall be made to the holders
of shares of common stock. Whenever the holders of shares of series
preferred stock shall have been paid the full amounts to which they shall
be entitled, the holders of shares of the common stock shall be entitled
to share ratably in all the remaining assets of the corporation.
6. At all meetings of the stockholders of the corporation, the
holders of shares of the common stock shall be entitled to one vote for
each share of common stock held by them. Except as otherwise required by
law and except for such voting powers with respect to the election of
directors or other matters as may be stated in the resolution or
resolutions of the board of directors providing for the issuance of any
series of series preferred stock, the holders of the series shall have no
voting power whatsoever.
7. No holder of any share of any class of stock of the corporation
shall have any preemptive right to subscribe for or acquire additional
shares of stock of any class of the corporation or warrants or options to
purchase, or securities convertible into, shares of any class of stock of
the corporation.
B. Restrictions on Ownership, Transfer and Voting. So long as the
corporation or any of its subsidiaries is subject to any law of the United
States or any state therein which restricts ownership or voting of capital
stock by aliens (as defined by the bylaws), not more than one-fifth of the
shares outstanding shall be owned of record or voted by or for the account of
aliens or their representatives or affiliates. The board of directors may
issue share certificates representing not more than one-fifth of the shares of
the stock of the corporation at any time outstanding in special form which may
be owned or held by aliens, such certificates to be known as "Foreign Share
Certificates" and to be so marked, but under no circumstances shall the total
amount of voting stock of any class represented by Foreign Share Certificates,
plus the amount of voting stock of that class owned by or for the account of
aliens and represented by certificates not so marked, exceed one-fifth of the
aggregate number of outstanding shares of such class.
Shares of stock shall be transferable on the books of the corporation by
the holder thereof, in person or by duly authorized attorney, upon the
surrender of the certificate representing the shares to be transferred,
properly endorsed; provided, however, that shares of stock other than shares
represented by Foreign Share Certificates shall be transferable to aliens or
any person holding for the account thereof only when the aggregate number of
shares of stock owned by or for the account of aliens will not then be more
than one-fifth of the number of shares of stock outstanding. The board of
directors may direct that, before shares of stock shall be transferred on the
books of the corporation, the corporation may require information as to whether
the proposed transferee is an alien or will hold the stock for the account of
an alien.
If the stock records of the corporation shall at any time disclose alien
ownership of one-fifth or more of the voting stock of any class and it shall be
found by the corporation that any certificate for shares marked "Domestic Share
Certificate" is, in fact, held by or for the account of any alien, the holder
of the shares represented by that certificate shall not be entitled to vote, to
receive dividends or to have any other rights with respect to such shares,
except the right to transfer the shares to a non-alien (as defined in the
bylaws).
If the stock records of the corporation shall at any time disclose alien
ownership of one-fifth or more of the voting stock of any class and a request
is made by an alien to have shares registered in its name or for its account,
the corporation shall be under no obligation to effect the transfer or to issue
or reissue any stock certificates to or for the account of the alien. In
addition, if a proposed transferee of any shares is an alien, and the transfer
to such alien would result in alien ownership of one-fifth or more of the
voting stock of any class, the corporation shall be under no obligation to
effect the transfer or to issue or reissue any stock certificates to or for the
account of the alien. Further, if it is determined at any time that a transfer
has resulted in alien ownership of one-fifth or more of the voting stock of any
class, the holder of the shares which resulted in the alien ownership of one-
fifth or more of the voting stock shall not be entitled to vote, to receive
dividends or have any other rights with respect to such shares, except the
right to transfer those shares to a non-alien.
Amendment or deletion of these provisions covering restrictions on
ownership, transfer and voting shall require the affirmative vote of at least
80% of each class of outstanding shares of the corporation.
The board of directors shall establish rules, regulations and procedures
to assure compliance with the enforcement of this Article III B.
IV
The number of directors of the corporation shall be fixed from time to
time in the manner provided in the bylaws but shall not be fewer than three nor
more than fifteen. The directors shall be divided into three classes: Class
I, Class II, and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors. At the annual meeting
of stockholders on November 14, 1983, Class I directors shall be elected for a
one-year term, Class II directors for a two-year term and Class III for a
three-year term. At each succeeding annual meeting of stockholders, beginning
in 1984, successors to the class of directors whose term expires at that annual
meeting shall be elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class shall hold office for a term that
shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in which his
or her term expires and until a successor shall be elected and qualified,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy occurring on the board of directors may be
filled by a majority of the directors in office, although less than a quorum,
or by a sole remaining director, and any vacancy on the board of directors that
results from an increase in the number of directors may be filled by a majority
of the board of directors in office. Any director elected to fill a vacancy
shall have the same remaining term as that of his or her predecessor.
A director may be removed only for cause and by the affirmative vote of
the holders of not less than 80 percent of the outstanding shares of voting
stock at a meeting of stockholders duly called for the consideration of such
removal. Cause shall mean conviction of a felony or adjudication of liability
for negligence or misconduct in the performance of a director's duty to the
company.
The affirmative vote of the holders of not less than 80 percent of the
outstanding shares of voting stock is required to amend this provision.
V
Notwithstanding any other provisions of the corporation's Restated
Articles of Incorporation or bylaws (and notwithstanding the fact that some
lesser percentage may be specified by law), any amendment of these Restated
Articles of Incorporation which would permit the holders of stock of the
corporation to amend, alter, change or repeal the bylaws or any part thereof,
shall require the affirmative vote of holders of not less than 80 percent of
the outstanding shares of voting stock of the corporation.
VI
No action required or permitted to be taken at any annual or special
meeting of the stockholders of the corporation may be taken without a meeting
and the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.
Any amendment or deletion of the provisions of this Article VI shall
require the affirmative vote of the holders of not less than 80 percent of the
outstanding shares of voting stock of the corporation.
VII
The affirmative vote of the holders of not less than 80 percent of the
outstanding shares of "voting stock" (as hereinafter defined) of the
corporation shall be required for the approval or authorization of any
"business combination" (as hereinafter defined) of the corporation with any
"substantial stockholder" (as hereinafter defined); provided, however, that the
80 percent voting requirement shall not be applicable if:
1. The "continuing directors" of the corporation (as hereinafter
defined) by a two-thirds vote (a) have expressly approved in advance the
acquisition of outstanding shares of voting stock of the corporation that
caused the substantial stockholder to become a substantial stockholder or
(b) have approved the business combination prior to the substantial
stockholder involved in the business combination having become a
substantial stockholder;
2. The business combination is solely between the corporation and
another corporation, 100 percent of the voting stock of which is owned
directly or indirectly by the corporation; or
3. The business combination is a merger or consolidation and the
cash or fair market value of the property, securities or other
consideration to be received per share by holders of common stock of the
corporation in the business combination is not less than the "fair price"
(as hereinafter defined) of the common stock.
For the purposes of this Article VII:
1. The term "business combination" shall mean (a) any merger or
consolidation of the corporation or a subsidiary with or into a
substantial stockholder, (b) any sale, lease, exchange, transfer or other
disposition, including without limitation a mortgage or any other security
device, of all or any "substantial part" (as hereinafter defined) of the
assets either of the corporation (including without limitation any voting
securities of a subsidiary) or of a subsidiary, to the substantial
stockholder, (c) any merger or consolidation of a substantial stockholder
with or into the corporation or a subsidiary of the corporation, (d) any
sale, lease, exchange, transfer or other disposition of all or any
substantial part of the assets of the substantial stockholder to the
corporation or a subsidiary of the corporation for consideration
aggregating $5,000,000 or more, (e) the issuance of any securities of the
corporation or a subsidiary of the corporation to a substantial
stockholder, (f) any reclassification or recapitalization (including any
reverse stock split) of the corporation or any of its subsidiaries or a
reorganization, in any case having the effect, directly or indirectly, of
increasing the percentage interest of a substantial stockholder in any
class of equity securities of the corporation or such subsidiary, and (g)
any agreement, contract or other arrangement providing for any of the
transactions described in this definition of business combination.
2. The term "substantial stockholder" shall mean and include any
individual, corporation, partnership or other person or entity which,
together with its "affiliates" and "associates" (as defined on September
1, 1983, in Rule 12b-2 under the Securities Exchange Act of 1934),
"beneficially owns" (as defined on September 1, 1983, in Rule 13d-3 under
the Securities Exchange Act of 1934) in the aggregate 20 percent or more
of the outstanding voting stock of the corporation, and any affiliate or
associate of any such individual, corporation, partnership or other person
or entity.
3. The term "substantial part" shall mean assets having a "fair
value" (as hereinafter defined) in excess of 10 percent of the fair market
value of the total consolidated assets of the corporation in question as
of the end of its most recent fiscal year ending prior to the time the
determination is being made.
4. Without limitation, any shares of common stock of the corporation
that any substantial stockholder has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, shall be deemed beneficially owned by the substantial
stockholder.
5. For the purposes of this Article VII, the term "other
consideration to be received" shall include, without limitation, common
stock of the corporation retained by its existing public stockholders in
the event of a business combination in which the corporation is the
surviving corporation.
6. The term "voting stock" shall mean all outstanding shares of
capital stock of the corporation entitled to vote generally in the
election of directors and each reference to a proportion of shares of
voting stock shall refer to such proportion of the votes entitled to be
cast by such shares.
7. The term "continuing director" shall mean one elected as a
director at the 1983 annual stockholders' meeting or one elected or
appointed prior to the time the substantial stockholder in question
acquired such status, or one designated as a continuing director (prior to
his or her initial election or appointment) by a majority of the whole
board, but only if a majority of the whole board shall then consist of
continuing directors, or if a majority of the whole board does not then
consist of continuing directors, by a majority of the then continuing
directors.
8. The term "fair price" shall mean not less than the greater of (a)
the highest per share price paid by the substantial stockholder in
acquiring any of its shares of stock of the corporation or (b) an amount
which bears the same or greater percentage relationship to the market
price of the common stock of the corporation immediately prior to the
announcement of the business combination equal to the highest percentage
relationship that any per share price theretofore paid by the substantial
stockholder for any of its holdings of common stock of the corporation
immediately prior to commencement of the acquisition of the corporation's
common stock by the substantial stockholder.
9. The term "fair value" shall mean the fair market value thereof at
any time 90 days prior to the date of the consummation of any transaction,
which value and time shall be determined by a majority of the continuing
directors who may, if they wish, be advised on such value by an investment
banking firm selected by them. The fees of any such investment banking
firm shall be paid by the corporation.
The provisions set forth at this Article VII herein may not be repealed or
amended in any respect, unless such action is approved by the affirmative vote
of the holders of not less than 80 percent of the outstanding shares of voting
stock (as defined herein) of the corporation; provided, however, that this 80
percent vote requirement shall not apply if an amendment is recommended to
stockholders by two-thirds of the whole board of directors when a majority of
the members of the board of directors acting upon such matters are continuing
directors.
VIII
By the adoption of these Restated Articles of Incorporation, Articles I
through VII of the previously existing Restated Articles of Incorporation, as
amended, are hereby repealed, and substituted therefor are these Articles I
through VIII; these Restated Articles thus supersede the Restated Articles of
Incorporation and all amendments thereto. These Restated Articles of
Incorporation became effective upon their adoption by the shareholders on the
14th day of November, 1983.
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MEREDITH CORPORATION |
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By: |
/s/ Gerald D. Thornton |
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Gerald D. Thornton |
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Vice President |
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By: |
/s/ Betty Campbell Madden |
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Betty Campbell Madden |
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Corporate Secretary |
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STATE OF IOWA )
) ss:
COUNTY OF POLK )
On this 14th day of November, A. D. 1983, before me, Lynelle D. Aller, a
notary public in and for said county, personally appeared Gerald D. Thornton,
to me personally known, who being by me duly sworn did say that he is a vice
president of said corporation, that the seal affixed to said instrument is the
seal of said corporation and that said Restated Articles of Incorporation were
signed and sealed on behalf of the said corporation by authority of its board
of directors and the said Gerald D. Thornton acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
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/s/ Lynelle D. Aller |
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Lynelle D. Aller |
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Notary Public in and for the |
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State of Iowa |
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ARTICLES OF AMENDMENT |
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TO THE |
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RESTATED ARTICLES OF INCORPORATION |
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OF |
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MEREDITH CORPORATION |
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 58 of the Iowa Business Corporation
Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the
following Articles of Amendment to its Articles of Incorporation:
I. The name of the corporation is Meredith Corporation. The effective
date of its incorporation was the 9th day of August, 1905. Its original name
was Meredith Publishing Company. On October 10, 1967, the corporate name was
changed to Meredith Corporation. The most recent Restated Articles of
Incorporation were filed November 14, 1983.
II. The following amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the corporation on November 12, 1984, in the
manner prescribed by the Iowa Business Corporation Act:
RESOLVED that the first paragraph of Article III of the Restated
Articles of Incorporation be and hereby is changed and amended to
read as follows:
III. A. Capitalization. The total number of shares of stock of all
classes which the corporation shall have authority to issue is
40,000,000 shares, of which 5,000,000 shares shall be preferred
stock, par value $1.00 per share (hereinafter called "series
preferred stock"), and 35,000,000 shares of which shall be common
stock, par value $1.00 per share (hereinafter called "common stock").
III. The number of shares outstanding and entitled to vote at the time of
such adoption was 9,427,155.
IV. The number of shares voted for the increase in the number of
authorized shares of common stock was 7,659,954, the number of shares voted
against was 453,977, and the number of votes abstaining was 21,743.
V. The number of shares voted for the increase in the number of
authorized shares of series preferred stock was 6,661,069, the number of shares
voted against was 1,088,991, and the number of votes abstaining was 114,190.
VI. No exchange, reclassification, or cancellation of issued shares is
provided for in the amendment.
VII. Such amendment does not effect a change in the amount of stated
capital.
Dated: November 14, 1984.
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MEREDITH CORPORATION |
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By: |
/s/ Gerald D. Thornton |
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Gerald D. Thornton |
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Its Vice President |
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By: |
/s/ Betty Campbell Madden |
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Betty Campbell Madden |
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Its Secretary |
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STATE OF IOWA )
) ss.
COUNTY OF POLK )
On this 14th day of November, A.D., 1984, before me, Lynelle D. Kobe, a
Notary Public in and for said County, personally appeared Gerald D. Thornton,
to me personally known, who being by me duly sworn did say that he is vice
president of said corporation, that the seal affixed to said instrument is the
seal of said corporation and that said Articles of Amendment were signed and
sealed on behalf of the said corporation by authority of its board of directors
and the said Gerald D. Thornton and Betty Campbell Madden acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation by it voluntarily executed.
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/s/ Lynelle D. Kobe |
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Lynelle D. Kobe |
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Notary Public in and for the |
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State of Iowa |
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ARTICLES OF MERGER |
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OF |
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MEREDITH PUPLICATIONS, INC. |
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INTO |
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MEREDITH CORPORATION |
Pursuant to the provisions of the Iowa Business Corporation Act, the
undersigned hereby certifies:
FIRST: That the following Plan of Merger has been duly approved by
the Board of Directors of the surviving corporation:
(a) The name of the subsidiary corporation is Meredith Publications,
Inc., and the name of the surviving corporation is Meredith Corporation.
(b) The terms and conditions of the proposed merger are as follows:
All outstanding shares of the wholly-owned subsidiary will be
cancelled upon effect of the merger.
SECOND: That the designation and number of outstanding shares of
each class of the subsidiary corporation and the number of such shares of each
class owned by the surviving corporation, are as follows:
Number of
Designation
Number of Shares
Name of
Shares
of
Owned by
Corporation
Outstanding
Class
Surviving Corporation
Meredith Publi-
cations, Inc
10,000
Common
10,000 (100%)
THIRD: That there are no holders of shares of the subsidiary
corporation (Meredith Publications, Inc.) not owned by the surviving
corporation (Meredith Corporation) and the surviving corporation waived the
mailing of a copy of the plan of merger.
IN WITNESS WHEREOF, this Certificate has been signed this 24th day of
June, 1986.
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MEREDITH CORPORATION |
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By: |
/s/ Gerald D. Thornton |
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Gerald D. Thornton |
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Vice President-Administrative Services |
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By: |
/s/ Betty Campbell Madden |
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Betty Campbell Madden |
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Corporate Secretary |
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STATE OF IOWA )
) ss:
COUNTY OF POLK )
On this 24th day of June A.D., 1986, before me, Marna G. Ford, a
Notary Public in and for said county, personally appeared Gerald D. Thornton,
to me personnally known, who being by me duly sworn did say that he is Vice
President-Administrative Services of said corporation, that the seal affixed to
said instrument is the seal of said corporation and that said Articles of
Merger were signed and sealed on behalf of the said corporation by authority of
its Board of Directors and the said Gerald D. Thornton acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation by it voluntarily executed.
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/s/ Marna G. Ford |
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Notary Public in and for said county |
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ARTICLES OF AMENDMENT |
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TO THE |
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RESTATED ARTICLES OF INCORPORATION |
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OF |
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MEREDITH CORPORATION |
To the Secretary of State
of the State of Iowa
Pursuant to the provisions of Section 496A.58 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Restated Articles of Incorporation:
I. The name of the corporation is Meredith Corporation. The effective
date of its incorporation was the 9th day of August, 1905. Its original name
was Successful Farming Publishing Company.
II. The following amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the corporation on December 15, 1986 in the
manner prescribed by the Iowa Business Corporation Act:
RESOLVED that Article IIIA of the Restated Articles of Incorporation
of the corporation be amended to read as follows:
III.
A. Capitalization. The total number of shares of stock of all classes
which the corporation shall have authority to issue is 65,000,000 shares, of
which 5,000,000 shares shall be preferred stock, par value $1.00 per share
(hereinafter called "series preferred stock"), 50,000,000 shares of which shall
be common stock, par value $1.00 per share (hereinafter called "common stock")
and 10,000,000 shares of which shall be class B common stock, par value $1.00
per share (hereinafter called "class B stock").
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the shares of each
class are as follows:
1. The powers, preferences and rights of the common stock and class B
stock, and the qualifications, limitations or restrictions thereof, shall be in
all respects identical, except as otherwise required by law or expressly
provided in this Article IIIA.
2. (a) At each annual or special meeting of stockholders, each holder of
common stock shall be entitled to one (1) vote in person or by proxy for each
share of common stock standing in his name on the stock transfer records of the
corporation and (except as provided in subparagraph (b) of this subdivision 2)
each holder of class B stock shall be entitled to ten (10) votes in person or
by proxy for each share of class B stock standing in his name on the stock
transfer records of the corporation. Except as required pursuant to the
Business Corporation Act of the State of Iowa, all actions submitted to a vote
of stockholders shall be voted on by the holders of common stock and class B
stock voting together as a single class.
(b) Notwithstanding subparagraph (a) of this subdivision 2, each holder of
class B stock shall be entitled to only one (1) vote, in person or by proxy,
for each share of class B stock standing in his name on the stock transfer
records of the corporation with respect to the following matters:
(i) the removal of any director of the corporation pursuant to Article IV
of these Restated Articles of Incorporation:
(ii) Any amendment to these Restated Articles of Incorporation which would
permit the holders of stock of the corporation to amend, alter, change or
repeal the bylaws or any part thereof, pursuant to Article V of these
Restated Articles of Incorporation; and
(iii) Any repeal or amendment of Article IV or Article VI of these
Restated Articles of Incorporation.
3. If and when dividends on the common stock and class B stock are
declared payable from time to time by the board of directors from funds legally
available therefor, whether payable in cash, in property or in shares of stock
of the corporation, the holders of common stock and the holders of class B
stock shall be entitled to share equally, share for share, in such dividends.
4. (a) The holder of each outstanding share of class B stock shall have
the right at any time, or from time to time, at such holder's option to convert
such share into one fully paid and non-assessable share of common stock, on and
subject to the terms and conditions hereinafter set forth.
(b) In order to exercise the conversion privilege, the holder of any
shares of class B stock to be converted shall present and surrender the
certificate representing such shares during usual business hours at any office
or agency of the corporation maintained for the transfer of class B stock and
shall deliver a written notice of the election of the holder to convert the
shares represented by such certificate or any portion thereof specified in such
notice. Such notice shall also state the name or names (with address) in which
the certificate or certificates for shares of common stock which shall be
issuable on such conversion shall be issued. If so required by the
corporation, any certificate for shares surrendered for conversion shall be
accompanied by instruments of transfer, in form satisfactory to the
corporation, duly executed by the holder of such shares or his duly authorized
representative. Except in the case of an automatic conversion pursuant to
clause (i) of subparagraph (a) of subdivision 5, subparagraph (d) of
subdivision 5 or subdivision 8, each conversion of shares of class B stock
shall be deemed to have been effected on the date (the "conversion date") on
which the certificate or certificates representing such shares shall have been
surrendered and such notice and any required instruments of transfer shall have
been received as aforesaid, and the person or persons in whose name or names
any certificate or certificates for shares of common stock shall be issuable on
such conversion shall be deemed to have become immediately prior to the close
of business on the conversion date the holder or holders of record of the
shares of common stock represented thereby.
(c) As promptly as practicable after the presentation and surrender for
conversion, as herein provided, of any certificate for shares of class B stock,
the corporation shall issue and deliver at such office or agency, to or upon
the written order of the holder thereof, certificates for the number of shares
of common stock issuable upon such conversion. In case any certificate for
shares of class B stock shall be surrendered for conversion of a part only of
the shares represented thereby, the corporation shall deliver at such office or
agency, to or upon the written order of the holder thereof, a certificate or
certificates for the number of shares of class B stock represented by such
surrendered certificate, which are not being converted. The issuance of
certificates for shares of common stock issuable upon the conversion of shares
of class B stock shall be made without charge to the converting holder for any
tax imposed on the corporation in respect of the issue thereof. The
corporation shall not, however, be required to pay any tax which may be payable
with respect to any transfer involved in the issue and delivery of any
certificate in a name other than that of the holder of the shares being
converted, and the corporation shall not be required to issue or deliver any
such certificate unless and until the person requesting the issue thereof shall
have paid to the corporation the amount of such tax or has established to the
satisfaction of the corporation that such tax has been paid.
(d) Upon any conversion of shares of class B stock into shares of common
stock pursuant hereto, no adjustment with respect to dividends shall be made;
only those dividends shall be payable on the shares so converted as may be
declared and may be payable to holders of record of shares of class B stock on
a date prior to the conversion date with respect to the shares so converted;
and only those dividends shall be payable on shares of common stock issued upon
such conversion as may be declared and may be payable to holders of record of
shares of common stock on or after such conversion date.
(e) All shares of class B stock which shall have been surrendered for
conversion as herein provided shall no longer be deemed to be outstanding, and
all rights with respect to such shares, including the rights, if any, to
receive notices and to vote, shall thereupon cease and terminate, except only
the right of the holders thereof, subject to the provisions of subparagraph (c)
of this subdivision 4, to receive shares of common stock in exchange therefor.
All shares of class B stock surrendered for conversion shall be cancelled and
may not be reissued.
(f) Such number of shares of common stock as may from time to time be
required for such purpose shall be reserved for issuance upon conversion of
outstanding shares of class B stock.
5. (a) No person holding shares of class B stock (hereinafter called a
"class B holder") may transfer, and the corporation shall not register the
transfer of, such shares of class B stock, whether by sale, assignment, gift,
bequest, appointment or otherwise, except to a Permitted Transferee of such
class B holder, which term shall have the following meanings:
(i) In the case of a class B holder who is a natural person and the
holder of record and beneficial owner of the shares of class B stock
subject to said proposed transfer, "Permitted Transferee" means (A) the
spouse of such class B holder, (B) a lineal descendant of a grandparent of
such class B holder or a spouse of any such lineal descendant, (C) the
trustee of a trust (including a voting trust) for the benefit of one or
more class B holders, other lineal descendants of a grandparent of such
class B holder, the spouse of such class B holder, the spouses of such
other lineal descendants and an organization contributions to which are
deductible for federal income, estate or gift tax purposes (hereinafter
called a "Charitable Organization"), and for the benefit of no other
person, provided that such trust may grant a general or special power of
appointment to such class B holder, the spouse of such class B holder, any
lineal descendant of such class B holder or the spouse of any such lineal
descendant, and may permit trust assets to be used to pay taxes, legacies
and other obligations of the trust or the estate of such class B holder
payable by reason of the death of such class B holder and provided that
such trust prohibits transfer of shares of class B common stock to persons
other than Permitted Transferees, as defined in clause (ii) below, (D) the
estate of such deceased class B holder, (E) a Charitable Organization
established by such class B holder, such class B holder's spouse, a lineal
descendant or a grandparent of such class B holder, or a spouse of any
such lineal descendant, and (F) a corporation all the outstanding capital
stock of which is owned by, or a partnership all the partners of which
are, one or more of such class B holders, other lineal descendants of a
grandparent of such class B holder or a spouse of any such lineal
descendant, and the spouse of such class B holder; provided that if any
share of capital stock of such a corporation (or of any survivor or a
merger or consolidation of such a corporation), or any partnership
interest in such a partnership, is acquired by any person who is not
within such class of persons, all shares of class B stock then held by
such corporation or partnership, as the case may be, shall be deemed,
without further action, to be automatically converted into shares of
common stock, and stock certificates formerly representing such shares of
class B common stock shall thereupon and thereafter be deemed to represent
the like number of shares of common stock.
(ii) In the case of a class B holder holding the shares of class B
stock subject to said proposed transfer as trustee pursuant to a trust
other than a trust described in clause (iii) below, "Permitted Transferee"
means (A) the person who established such trust and (B) a Permitted
Transferee of such person determined pursuant to clause (i) above.
(iii) In the case of a class B holder holding the shares of class B
stock subject to said proposed transfer as trustee pursuant to a trust
which was irrevocable on the record date (or the initial distribution of
shares of class B stock ("Record Date"), "Permitted Transferee" means any
person to whom or for whose benefit principal may be distributed either
during or at the end of the term of such trust whether by power of
appointment or otherwise or any "Permitted Transferee" of such person
determined pursuant to clause (i), (ii), (iv), (v) or (vi) hereof, as the
case may be.
(iv) In the case of a class B holder who is the record (but not
beneficial) owner of the shares of class B stock subject to said proposed
transfer as nominee for the person who was the beneficial owner thereof
on the Record Date, "Permitted Transferee" means such beneficial owner and
a Permitted Transferee of such beneficial owner determined pursuant to
clause (i), (ii), (ii), (v) or (vi) hereof, as the case may be.
(v) In the case of a class B holder which is a partnership and the
holder of record and beneficial owner of the shares of class B stock
subject to said proposed transfer, "Permitted Transferee" means any
partner of such partnership or any "Permitted Transferee" of such partner
determined pursuant to clause (i), (ii), (iii), (iv) or (vi) hereof, as
the case may be.
(vi) In the case of a class B holder which is a corporation (other
than a Charitable Organization described in subclause (E) of clause (i)
above) and the holder of record and beneficial owner of the shares of
class B stock subject to said proposed transfer, "Permitted Transferee"
means any stockholder of such corporation receiving shares of class B
stock through a dividend or through a distribution made upon liquidation
of such corporation and the survivor of a merger or consolidation of such
corporation or any "Permitted Transferee" of such stockholder determined
pursuant to clause (i), (ii), (iii), (iv) or (v) hereof, as the case may
be.
(vii) In the case of a class B holder which is the estate of a
deceased class B holder, or which is the estate of a bankrupt or insolvent
class B holder, and provided such deceased, bankrupt or insolvent class B
holder, as the case may be, was the record and beneficial owner of the
shares of class B stock subject to said proposed transfer, "Permitted
Transferee" means a Permitted Transferee of such deceased, bankrupt or
insolvent class B holder as determined pursuant to clause (i), (v) or (vi)
above, as the case may be.
(b) Notwithstanding anything to the contrary set forth herein, any class
B holder may pledge such holder's shares of class B stock to a pledgee pursuant
to a bona fide pledge of such shares as collateral security for indebtedness
due to the pledgee, provided that such shares shall not be transferred to or
registered in the name of the pledgee and shall remain subject to the
provisions of this subdivision 5. In the event of foreclosure or other similar
action by the pledgee, such pledged shares of class B stock may only be
transferred to a Permitted Transferee of the pledgor or converted into shares
of common stock, as the pledgee may elect.
(c) For purposes of this subdivision 5:
(i) the relationship of any person that is derived by or through
legal adoption shall be considered a natural one.
(ii) Each joint owner of shares of class B stock shall be considered
a "class B holder" of such shares.
(iii) A minor for whom shares of class B stock are held pursuant to
a Uniform Gifts to Minors Act or similar law shall be considered a class B
holder of such shares.
(iv) Unless otherwise specified, the term "person" means both
natural persons and legal entitles.
(d) Any purported transfer of shares of class B stock not permitted
hereunder shall result, without further action, in the automatic conversion of
the transferee's shares of class B stock into shares of common stock, effective
on the date of such purported transfer. The corporation may, as a condition to
the transfer or the registration of transfer of shares of class B stock to a
purported Permitted Transferee, require the furnishing of such affidavits or
other proof as it deems necessary to establish that such transferee is a
Permitted Transferee.
6. (a) Shares of class B stock shall be registered in the name(s) of the
beneficial owner(s) thereof (as hereafter defined) and not in "street" or
nominee" names; provided, however, certificates representing shares of class B
stock issued as a stock dividend on the corporation's then outstanding common
stock may be registered in the same name and manner as the certificates
representing the shares of common stock with respect to which the shares of
class B stock were issued. For the purposes of this subdivision 6, the term
"beneficial owner(s)"` of any shares of class B stock shall mean the person or
persons who possess the power to dispose, or to direct the disposition, of such
shares.
(b) The corporation shall note on the certificates representing the
shares of class B stock that there are restrictions on transfer and
registration of transfer imposed by subdivision 5 and this subdivision 6.
7. After the initial distribution of shares of class B stock, additional
shares of class B stock shall be issued by the corporation only pursuant to the
corporation's Incentive Stock Plan or Management Incentive Plan for which
shares of class B stock are duly reserved for issuance as of the Record Date.
8. If at any time following the initial issuance of shares of class B
stock the number of outstanding shares of class B stock as reflected on the
stock transfer books of the corporation is less than 9% of the aggregate number
of issued and outstanding shares of common stock and class B stock, then the
outstanding shares of class B stock shall be deemed, without further action, to
be automatically converted into shares of common stock, and stock certificates
formerly representing outstanding shares of class B stock shall thereupon and
thereafter be deemed to represent a like number of shares of common stock, and
any outstanding right to receive class B stock shall automatically become the
right to receive a like number of shares of common stock.
9. The common stock and class B stock are subject to all the powers,
rights, privileges, preferences and priorities of the series preferred stock as
may be stated herein and as shall be stated and expressed in any resolution or
resolutions adopted by the board of directors pursuant to authority expressly
granted to and vested in it by the provisions of this Article IIIA.
10. The series preferred stock may be issued from time to time in one or
more series, the shares of each series to have the voting powers, full or
limited, and the designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof as are stated and expressed herein or in the resolution or
resolutions providing for the issuance of the series, adopted by the board of
directors as hereinafter provided.
11. Authority is hereby expressly granted to the board of directors of
the corporation, subject to the provisions of this Article IIIA and to the
limitations prescribed by law, to authorize the issuance of one or more series
of series preferred stock and with respect to each series to fix by resolution
or resolutions providing for the issuance of the series the voting powers, full
or limited, if any, of the shares of the series and the designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof. Each series shall
consist of such number of shares as shall be stated and expressed in the
resolution or resolutions providing for the issuance of the stock of the series
together with such additional number of shares as the board of directors by
resolution or resolutions may from time to time determine to issue as a part of
the series. The board of directors may from time to time decrease the number
of shares of any series of series preferred stock (but not below the number
thereof then outstanding) by providing that any unissued shares previously
assigned to the series shall no longer constitute a part thereof and may assign
the unissued shares to an existing or newly created series.
The authority of the board of directors with respect to each series shall
include, but not be limited to, the determination or fixing of the following:
(a) The designation of the series.
(b) The dividend rate of the series, the conditions and dates upon
which dividends shall be payable, the relation which the dividends shall
bear to the dividends payable on any other class or classes of stock, and
whether the dividends shall be cumulative or non-cumulative.
(c) Whether the shares of the series shall be subject to redemption
by the corporation and, if made subject to redemption, the times, prices
and other terms and conditions of the redemption.
(d) The rights of the holders of the shares of the series upon the
dissolution of, or upon the distribution of assets of, the corporation,
and the amount payable on the shares in the event of voluntary or
involuntary liquidation.
(e) The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of the series.
(f) Whether or not the shares of the series shall be convertible
into or exchangeable for shares of any other classes or of any other
series of any class or classes of stock of the corporation and, if
provision be made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of the conversion or exchange.
(g) The extent, if any, to which the holders of the shares of the
series shall be entitled to vote with respect to the election of directors
or otherwise.
12. The holders of shares of each series of series preferred stock shall
be entitled to receive, when and as declared by the board of directors, out of
funds legally available for the payment of dividends, dividends at the rates
fixed by the board of directors for such series, and no more, before any
dividends, other than dividends payable in common stock or class B common
stock, shall be declared and paid, or set apart for payment, on the common
stock or the class B common stock with respect to the same dividend period.
13. Whenever, at any time, dividends on the then outstanding series
preferred stock as may be required with respect to any series outstanding shall
have been paid or declared and set apart for payment and after complying with
respect to any retirement or sinking fund or funds for any series of series
preferred stock, the board of directors may, subject to the provisions of the
resolution or resolutions creating any series of series preferred stock,
declare and pay dividends on the common stock and the class B stock, and the
holders of shares of preferred stock shall not be entitled to share therein.
14. The holders of shares of such series of series preferred stock shall
be entitled upon liquidation or dissolution or upon the distribution of the
assets of the corporation to such references as provided in the resolution or
resolutions creating the series, and no more, before any distribution of the
assets of the corporation shall be made to the holders of shares of common
stock and class B stock. Whenever the holders of shares of series preferred
stock shall have been paid the full amounts to which they shall be entitled,
the holders of shares of the common stock and class B stock shall be entitled
to share ratably in all the remaining assets of the corporation.
15. Except as otherwise required by law and except for such voting powers
with respect to the election of directors or other matters as may be stated in
the resolution or resolutions of the board of directors providing for the
issuance of any series of series preferred stock, the holders of the series
shall have no voting power whatsoever.
16. No holder of any share of any class of stock of the corporation shall
have any preemptive right to subscribe for or acquire additional shares of
stock of any class of the corporation or warrants or options to purchase, or
securities convertible into, shares of any class of stock of the corporation.
17. No holder of any share of any class of stock of the corporation shall
sell the vote pertaining to such share or issue a proxy to vote such share in
consideration of any sum of money or anything of value.
III. The number of shares of the corporation outstanding at the time of
such adoption was 9,572,834, all of which are of one class and all of which
were entitled to vote on the aforesaid amendment.
IV. The number of outstanding shares which were voted for adoption of the
aforesaid amendment is 5,886,702, the number of said shares which voted against
the same is 1,832,526, and the number of said shares which abstained is 75,010.
V. The date on which the aforesaid amendment shall become effective is
the date on which the Iowa Secretary of State issues a Certificate of
Amendment.
Executed on December 15, 1986.
|
MEREDITH CORPORATION |
||
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By: |
/s/ Robert A. Burnett |
|
|
Robert A. Burnett, President |
||
|
By: |
/s/ Betty Campbell Madden |
|
|
Betty Campbell Madden, Secretary |
||
STATE OF IOWA )
) SS.:
COUNTY OF POLK )
On this 15th day of December, A.D., 1986, before me, a Notary Public in
and for the State and County aforesaid, personally appeared Robert A. Burnett,
to me personally known, who, being by me duly sworn, did say that he is the
President of Meredith Corporation, the corporation which executed the foregoing
instrument; that he signed said instrument upon behalf of said corporation; and
that he acknowledged said instrument to be the voluntary act and deed of said
corporation by it voluntarily executed and his signing to be his voluntary act
and deed by him voluntarily signed.
IN WITNESS WHEREOF, I have placed my hand and seal on the date aforesaid.
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/s/ Marna G. Ford |
||||
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Marna G Ford, Notary Public |
||||
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Commission expires: May 15, 1989 |
||||
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STATEMENT OF CANCELLATION OF REACQUIRED SHARES |
||
|
(OTHER THAN REDEEMABLE SHARES) |
||
|
OF |
||
|
MEREDITH CORPORATION |
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
Pursuant to the provisions of Section 65 of the Iowa Business Corporation Act,
Chapter 496A, Code of Iowa, the undersigned corporation submits the following
statement of cancellation by resolution of its Board of Directors of shares of
the corporation reacquired by it, other than redeemable shares redeemed or
purchased:
1. The name of the Corporation is Meredith Corporation.
2. The effective date of incorporation was August 9, 1905.
3. A resolution was duly adopted by the Board of Directors on February 9,
1987, authorizing the cancellation of 239,114 shares, itemized as follows:
|
Class |
Series |
Number of Shares |
||
|
Common |
N/A |
235,322 |
The amount of stated capital represented by the shares to be cancelled is
235,322 Dollars ($235,322).
4. The aggregate number of issued shares, itemized by classes and series and
par value, if any, after giving effect to such cancellation is 19,153,346,
itemized as follows:
Class
Series
Par Value
Number of Shares
Common
N/A
$1
10,255,942
Class B
N/A
$1
8,897,404
5. The amount of the stated capital of the corporation, after giving effect to
such cancellation, is $19,153,346
Dated: February 10, 1987
|
MEREDITH CORPORATION |
||
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By: |
/s/ William H. Straw |
|
|
William H. Straw, |
||
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Its Vice President-Finance |
||
|
And |
/s/ Betty Campbell Madden |
|
|
Betty Campbell Madden |
||
|
Its Secretary |
||
STATE OF IOWA )
) ss.
COUNTY OF POLK )
On this 10th day of February, A.D. 1987, before me, Marna G. Ford, a
Notary Public in and for said County, personally appeared William H. Straw and
Betty Campbell Madden, to me personally known, who being by me duly sworn did
say that he is vice president of said corporation and that she is secretary of
said corporation and that said Statement of Cancellation was signed on behalf
of the said corporation by authority of its board of directors and the said
William H. Straw and Betty Campbell Madden acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
|
/s/ Marna G. Ford |
||
|
Marna G Ford |
||
|
Notary Public in and for the |
||
|
State of Iowa |
|
STATEMENT OF CHANGE OF REGISTERED AGENT |
||
|
OF |
||
|
MEREDITH CORPORATION |
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 12 of the Iowa Business Corporation
Act, Chapter 496A, Code of Iowa, the undersigned corporation, organized under
the laws of the State of Iowa, submits the following statement for the purpose
of changing its registered office or its registered agent, or both, in the
State of Iowa:
I. The name of the corporation is Meredith Corporation.
II. The address of its present registered office is 1716 Locust Street,
Des Moines, in the County of Polk.
III. The name of its present registered agent, Gerald D. Thornton.
IV. The name of its successor registered agent, Thomas G. Fisher.
V. The address of its registered office and the address of the business
office of its registered agent as changed, will be identical.
VI. Such change was authorized by resolution duly adopted by its Board of
Directors.
Dated: May 18, 1987.
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MEREDITH CORPORATION |
||
|
/s/ Robert A. Burnett |
||
|
By: Robert A. Burnett |
||
|
Its: President |
STATE OF IOWA )
) SS.
COUNTY OF POLK )
I, Robert A. Burnett, being first duly sworn on oath depose and state that
I am the President of Meredith Corporation, and that I executed the foregoing
instrument as President of the corporation, and that the statements contained
therein are true.
Subscribed and sworn to before me this 18th day of May, A.D., 1987.
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/s/ Karen L. Hayes |
||
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Karen L. Hayes |
||
|
Notary Public in and |
||
|
for the State of Iowa |
|
ARTICLES OF MERGER |
||
|
OF |
||
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SAIL PUBLICATIONS, INC. |
||
|
INTO |
||
|
MEREDITH CORPORATION |
Pursuant to the provisions of Section 496A.72 of the Code of Iowa,
Meredith Corporation, a corporation organized under the laws of the State of
Iowa, and owning at least ninety per cent of the shares of Sail Publications,
Inc., a corporation organized under the laws of the State of Massachusetts,
hereby executes the following articles of merger:
FIRST: The following plan of merger was approved by resolution of the
Board of Directors of Meredith Corporation adopted on May 13, 1987.
(a) The name of the subsidiary corporation is Sail Publications,
Inc., and the name of the surviving corporation owning at least ninety per cent
of its shares is Meredith Corporation.
(b) The terms and conditions of the proposed merger are as follows:
All outstanding shares of the wholly-owned subsidiary will be
cancelled upon effect of the merger.
SECOND: The number of outstanding shares of each class of the subsidiary
corporation and the number of shares of each class owned by the surviving
corporation are as follows:
No. of Shares
No. of Shares
Class
Outstanding
Owned by Parent
Common
500
500 (100%)
THIRD: There are no holders of shares of the subsidiary corporation (Sail
Publications, Inc.) not owned by the surviving corporation (Meredith
Corporation) and the surviving corporation waived the mailing of a copy of
the plan of merger.
Dated: June 9, 1987.
|
MEREDITH CORPORATION |
||
|
By: |
/s/ Gerald D. Thornton |
|
|
Gerald D. Thornton, |
||
|
Its Vice President- |
||
|
Administrative Services |
||
|
By: |
/s/ Betty Campbell Madden |
|
|
Betty Campbell Madden, |
||
|
Its Secretary |
||
STATE OF IOWA )
) ss:
COUNTY OF POLK )
On this 9th day of June A.D., 1987, before me, Marna G. Ford, a Notary
Public in and for said county, personally appeared Gerald D. Thornton, to me
personally known, who being by me duly sworn did say that he is Vice President-
Administrative Services of said corporation, an Iowa corporation, that the seal
affixed to said instrument is the seal of said corporation and that said
Articles of Merger were signed and sealed on behalf of the said corporation by
authority of its Board of Directors and the said Gerald D. Thornton
acknowledged the execution of said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed.
|
/s/ Marna G. Ford |
|
|
Marna G Ford |
|
|
Notary Public in and for said county |
|
ARTICLES OF AMENDMENT |
||
|
TO THE |
||
|
RESTATED ARTICLES OF INCORPORATION |
||
|
OF |
||
|
MEREDITH CORPORATION |
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 58 of the Iowa Business Corporation
Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the
following Articles of Amendment to its Restated Articles of Incorporation:
I. The name of the corporation is Meredith Corporation. The effective
date of its incorporation was the 9th day of August, 1905. Its original name
was Successful Farming Publishing Company.
II. The following amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the corporation on November 14, 1988, in the
manner prescribed by the Iowa Business Corporation Act, providing for a new
Article IX to be added to the Restated Articles of Incorporation to be and read
as follows:
"IX
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its shareholders,
(ii) for acts or omissions not in good faith or which involve the
intentional misconduct or a knowing violation of the law, (iii) for any
transaction from which the director derives an improper personal benefit,
or (iv) under Section 496A.44 of the Iowa Business Corporation Act.
Any repeal or modification of this Article shall not adversely affect any
right or protection of a director of the corporation existing at the time
of such repeal or modification."
III. The number of shares outstanding and entitled to vote at the time of
such adoption was 19,307,579, consisting of 14,171,381 shares of common stock,
each entitled to one vote and 5,136,198 shares of class B common stock, each
entitled to ten votes, voting together as a class.
IV. The number of shares voting, and votes cast, for, against and abstaining
on the proposal to amend the Restated Articles of Incorporation by adding
Article IX were as follows:
For
Against
Abstain
Common -
Shares
10,409,982
485,589
70,098
Votes
10,409,982
485,589
70,998
Class B -
Shares
3,958,428
52,676
7,869
Votes
39,584,280
526,760
78,690
Total -
Shares
14,368,410
538,265
77,967
Votes
49,994,262
1,012,349
148,788
Executed December 13, 1988.
|
MEREDITH CORPORATION |
||
|
By |
/s/ Jack D. Rehm |
|
|
Jack D. Rehm |
||
|
Its President and |
||
|
Chief Operating Officer |
||
|
By |
/s/ Thomas G. Fisher |
|
|
Thomas G. Fisher |
||
|
Its Secretary |
||
STATE OF IOWA )
) ss.
COUNTY OF POLK )
On this 13th day of December, A.D., 1988, before me, Marna G. Ford, a
Notary Public in and for said County, personally appeared Jack D. Rehm, to me
personally known, who being by me duly sworn did say that he is Vice President
of said corporation, that the seal affixed to said instrument is the seal of
said corporation and that said Articles of Amendment were signed and sealed on
behalf of said corporation by authority of its Board of Directors and the said
Gerald D. Thornton and Thomas G. Fisher acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
|
/s/ Marna G. Ford |
||
|
Marna G Ford |
||
|
Notary Public in and for the |
||
|
State of Iowa |
Commission expires May 15, 1989
|
ARTICLES OF AMENDMENT |
||
|
TO THE |
||
|
RESTATED ARTICLES OF INCORPORATION |
||
|
OF |
||
|
MEREDITH CORPORATION |
To the Secretary of State of the State of Iowa
Pursuant to the provisions of Section 496A.58 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Restated Articles of Incorporation:
I. The name of the corporation is Meredith Corporation. The effective
date of its incorporation was the 9th day of August, 1905. Its original name
was Successful Farming Publishing Company.
II. The following amendment to the Restated Articles of Incorporation
was adopted by the shareholders of the corporation on November 14, 1994, in the
manner prescribed by the Iowa Business Corporation Act:
RESOLVED, that the first unnumbered paragraph of Article III.A. of the
Company's Restated Articles of Incorporation is amended in its entirety
to read as follows:
A. Capitalization. The total number of shares of stock of all classes
which the corporation shall have authority to issue is 100,000,000
shares, of which 5,000,000 shares shall be preferred, par value $1.00
per share (hereinafter called "series preferred stock"), 80,000,000
shares of which shall be common stock, par value $1.00 per share
(hereinafter called "common stock)" and 15,000,000 shares of which
shall be class B common stock, par value $1.00 per share (hereinafter
called "class B stock").
RESOLVED FURTHER, Article III.A.3. of the Company's Restated Articles of
Incorporation is amended in its entirety to read as follows:
If and when dividends on the common stock and class B stock are
declared payable from time to time by the board of directors from
funds legally available therefor, whether payable in cash, in property
or in shares of stock of the corporation, the holders of common stock
and the holders of class B stock shall be entitled to share equally,
share for share, in such dividends, except that if a share dividend
of common stock is declared on the common stock, an equal share
dividend of class B stock shall be declared on the class B stock,
and if a share dividend of class B stock is declared on the class B
stock, an equal share dividend of common stock shall be declared on
the common stock. In no case may a share dividend of class B stock
be paid on common stock, nor may a share dividend of common stock be
paid on class B stock.
RESOLVED FURTHER, Article III.A.5.(c) of the Company's Restated Articles
of Incorporation is amended in its entirety to add the following as (v):
(v) The term "grandparent" means an ancestor in any degree born after
January 1, 1876.
RESOLVED FURTHER, Article III.A.7. of the Company's Restated Articles of
Incorporation is amended in its entirety to read as follows:
Notwithstanding any other provision of these Restated Articles of
Incorporation, the authorized shares of class B stock which may be
issued after the date of this amendment to the Restated Articles of
Incorporation may only be issued in the form of a share dividend on
class B stock.
III. The number of shares of the corporation outstanding at the time of
such adoption was 13,712,741, consisting of 10,149,073 shares of common stock,
each entitled to one vote and 3,563,668 shares of class B common stock, each
entitled to ten votes, voting together as a class.
IV. The number of shares voting, and votes cash, for, against, and
abstaining on the proposal to amend the first unnumbered paragraph of Article
III.A., Article III.A.3. and Article III.A.7. of the Restated Articles of
Incorporation to increase the authorized shares of class B stock solely for
issuance as share dividends on class B stock, to increase the authorized shares
of common stock and to modify provisions relating to the payment of share
dividends were as follows:
For
Against
Abstain
Common -
Shares
3,970,846.0
3,644,885.0
26,348.0
Votes
3,970,846.0
3,644,885.0
26,348.0
Class B -
Shares
3,122,699.7
22,623.8
6,917.8
Votes
31,226,997.0
226,238.0
69,178.0
Total -
Shares
7,093,545.7
3,667,508.8
33,265.8
Total -
Votes
35,197,843.0
3,871,123.0
95,526.0
V. The number of shares voting, and votes cast, for, against, and
abstaining on the proposal to amend Article III.A.5.(c) of the Restated
Articles of Incorporation to broaden the class of "permitted transferees" of
class B stock were as follows:
For
Against
Abstain
Common -
Shares
6,455,712.0
1,121,586.0
30,816.0
Votes
6,455,712.0
1,121,586.0
30,816.0
Class B -
Shares
3,118,742.8
19,409.2
14,089.3
Votes
31,187,428.0
194,092.0
140,893.0
Total -
Shares
9,574,454.8
1,140,995.2
44,905.3
Total -
Votes
37,643,140.0
1,315,678.0
171,709.0
Executed: December 12, 1994
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MEREDITH CORPORATION |
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By |
/s/ William T. Kerr |
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William T. Kerr |
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President and |
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Chief Operating Officer |
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By |
/s/ Thomas L. Slaughter |
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Thomas L. Slaughter |
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Its Secretary |
||
STATE OF IOWA )
)ss:
COUNTY OF POLK )
On this 12th day of December, A.D., 1994, before me, Teresa T. Rinker, a
Notary Public in and for said County, personally appeared WILLIAM T. KERR and
THOMAS L. SLAUGHTER, to me personally known, who being by me duly sworn, did
say that they are the President & Chief Operating Officer and Corporate
Secretary respectively of said corporation, that the seal affixed to said
instrument is the seal of said corporation and that said Articles of Amendment
were signed and sealed on behalf of said corporation by authority of its Board
of Directors and that the said JACK D. REHM and THOMAS L. SLAUGHTER
acknowledged the execution of said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed.
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/s/ Teresa T. Rinker |
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Notary Public in and for the State of Iowa |
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ARTICLES OF MERGER |
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OF |
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MEREDITH VIDEO PUBLISHING CORPORATION |
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INTO |
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MEREDITH CORPORATION |
Pursuant to the provisions of Section 496A.72 of the Code of Iowa,
Meredith Corporation, a corporation organized under the laws of the State of
Iowa, and owning at least ninety percent of the shares of Meredith Video
Publishing Corporation, a corporation organized under the laws of the State of
Iowa, hereby executes the following Articles of Merger:
FIRST: The following plan of merger was approved by resolution of the
Board of Directors of Meredith Corporation adopted on May 10, 1995.
(a) The name of the subsidiary corporation is Meredith Video Publishing
Corporation and the name of the surviving corporation owning at least
ninety percent of its shares is Meredith Corporation.
(b) The terms and conditions of the proposed merger are as follows:
All outstanding shares of the wholly-owned subsidiary corporation
will be canceled upon effect of the merger.
SECOND: The number of outstanding shares of each class of stock of the
subsidiary corporation and the number of shares of each class of stock owned by
the surviving corporation are as follows:
No. of Shares
No. of Shares
Class
Outstanding
Owned by Parent
Common
115,000
115,000
THIRD: There are no holders of shares of the subsidiary corporation
(Meredith Video Publishing Corporation) not owned by the surviving corporation
(Meredith Corporation) and the surviving corporation waived the mailing of a
copy of the plan of merger.
Dated: May 16, 1995
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MEREDITH CORPORATION |
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By: |
/s/ William T. Kerr |
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William T. Kerr |
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President & Chief Operating Officer |
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By: |
/s/ Thomas L. Slaughter |
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Thomas L. Slaughter |
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Its Secretary |
||
STATE OF IOWA )
) SS:
COUNTY OF POLK )
On this 16th day of May, 1995, before me, Teresa T. Rinker, a Notary
Public in and for said county, personally appeared WILLIAM T. KERR and THOMAS
L. SLAUGHTER, to me personally known, who being by me duly sworn did say that
they are the President and Chief Operating Officer and the Corporate Secretary
respectively of Meredith Corporation, an Iowa corporation, that the seal
affixed to said instrument is the seal of said corporation and that said
Articles of Merger were signed and sealed on behalf of the said corporation by
authority of its Board of Directors and the said WILLIAM T. KERR and THOMAS L.
SLAUGHTER acknowledged the execution of said instrument to be the voluntary act
and deed of said corporation by it voluntarily executed.
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/s/ Teresa T. Rinker |
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Notary Public in and for the State of Iowa |
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Commission expires: October 1, 1997 |
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ARTICLES OF CORRECTION |
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TO THE |
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RESTATED ARTICLES OF INCORPORATION |
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OF |
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MEREDITH CORPORATION |
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 490.124 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following Articles of
Correction to its Restated Articles of Incorporation:
I. The Restated Articles of Incorporation were adopted by the
shareholders of Meredith Corporation and filed with the Secretary of State of
the State of Iowa on November 14, 1983.
II. Article VII, Section 8 of the Restated Articles of Incorporation, as
filed, was incorrectly stated in that at the end of the sixth line of said
Section, the words "bore to the market price of the common stock of the
corporation," which followed the word "corporation" and preceded the word
"immediately" were inadvertently omitted.
III. The correct statement of Article VII, Section 8 of the Restated
Articles of Incorporation of Meredith Corporation is as follows:
8. The term "fair price" shall mean not less than the greater of (a)
the highest per share price paid by the substantial stockholder
in acquiring any of its shares of stock of the corporation or (b)
an amount which bears the same or greater percentage relationship
to the market price of the common stock of the corporation
immediately prior to the announcement of the business combination
equal to the highest percentage relationship that any per share
price theretofore paid by the substantial stockholder for any of
its holdings of common stock of the corporation bore to the
market price of the common stock of the corporation immediately
prior to commencement of the acquisition of the corporation s
common stock by the substantial stockholder.
Dated: February 8, 1996
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MEREDITH CORPORATION |
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By: |
/s/ William T. Kerr |
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William T. Kerr |
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President & Chief Operating Officer |
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By: |
/s/ Thomas L. Slaughter |
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Thomas L. Slaughter |
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Its Secretary |
||
STATE OF IOWA )
) SS:
COUNTY OF POLK )
On this 8th day of February, 1996, before me, Teresa T. Rinker, a Notary
Public in and for said county, personally appeared WILLIAM T. KERR and THOMAS
L. SLAUGHTER, to me personally known, who being by me duly sworn did say that
they are the President and Chief Operating Officer and the Corporate Secretary
respectively of Meredith Corporation, an Iowa corporation, that the seal
affixed to said instrument is the seal of said corporation and that said
Articles of Correction were signed and sealed on behalf of the said corporation
by authority of its Board of Directors and the said WILLIAM T. KERR and THOMAS
L. SLAUGHTER acknowledged the execution of said instrument to be the voluntary
act and deed of said corporation by it voluntarily executed.
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/s/ Teresa T. Rinker |
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Notary Public in and for the State of Iowa |
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Commission expires: October 1, 1997 |
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ARTICLES OF MERGER |
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MERGING |
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KCPQ ACQUISITION CORPORATION |
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A Washington Corporation |
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INTO |
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MEREDITH CORPORATION |
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An Iowa Corporation |
Pursuant to Section 490.1105 of the Iowa Business Corporation Act (the "Act"), Meredith Corporation, an Iowa corporation (the "Parent Corporation"), hereby adopts the following Articles of Merger for the purpose of merging KCPQ Acquisition Corporation, a Washington corporation and wholly owned subsidiary of the Parent Corporation (the "Subsidiary Corporation"), into itself:
FIRST: The Plan of Merger (the "Plan of Merger") providing for the merger of the Subsidiary Corporation into the Parent Corporation, with the Parent Corporation being surviving corporation, is attached hereto as Exhibit A.
SECOND: The Subsidiary Corporation is incorporated under the laws of Washington, and the laws of such jurisdiction permit such a merger.
THIRD: The Plan of Merger was duly adopted by the board of directors of the Parent Corporation in the manner prescribed by Section 490.1104 of the Act; pursuant to Section 490.1104(3) of the Act.
FIFTH: The name of the surviving corporation is Meredith Corporation, and it shall be governed by the laws of the State of Iowa.
IN WITNESS WHEREOF, the Parent Corporation has caused these Articles of Merger to be signed by its authorized officer as of March 1, 1999.
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MEREDITH CORPORATION |
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By: |
/s/ Stephen M. Lacy |
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Name: Stephen M Lacy |
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Title: Vice President - |
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Chief Financial Officer |
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EXHIBIT A
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PLAN OF MERGER |
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MERGING |
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KCPQ ACQUISITION CORPORATION |
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A Washington Corporation |
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INTO |
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MEREDITH CORPORATION |
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An Iowa Corporation |
WHEREAS, Meredith Corporation, an Iowa Corporation (the "Parent Corporation"), KCPQ Acquisition Corporation., a Washington corporation and wholly owned subsidiary of the Parent Corporation ("Merger Sub"), Kelly Television Co., a Washington limited partnership ("KTC") and the partners of KTC are parties to an Agreement and Plan of Merger dated August 21,1998 (the "Merger Agreement");
WHEREAS, the Merger Agreement provides for the merger of KTC into Merger Sub (the "First Merger"), with Merger Sub being the surviving corporation;
WHEREAS, upon consummation of the First Merger, Merger Sub will remain a wholly owned subsidiary of the Parent Corporation, which will continue to own all the issued and outstanding shares of capital stock of Merger Sub (Merger Sub, as the surviving corporation of the First Merger, the "Subsidiary Corporation"); and
WHEREAS, the Parent Corporation desires to merge the Subsidiary Corporation into itself, with the Parent Corporation being the surviving corporation.
NOW THEREFORE, BE IT RESOLVED, that the Parent Corporation shall merge the Subsidiary Corporation into itself (the "Second Merger"), with the Parent Corporation being the surviving corporation, and the Parent Corporation shall be possessed of all the estate, property, rights, privileges and franchises of the Subsidiary Corporation and shall assume all liabilities and obligations, if any, of the Subsidiary Corporation;
FURTHER RESOLVED, that, by reason of the Second Merger, all of the shares of capital stock of the Subsidiary Corporation shall be canceled, and the authorized and issued capital stock of the Parent Corporation shall not be changed, but shall be and remain the same as before the Second Merger;
FURTHER RESOLVED, that the articles of incorporation of the Parent Corporation in effect at the time of the Second Merger shall be and remain the articles of incorporation of the Parent Corporation as the surviving corporation of the Second Merger until amended as provided by law;
FURTHER RESOLVED, that the bylaws of the Parent Corporation in effect at the time of the Second Merger shall be and remain the bylaws of the Parent Corporation as the surviving corporation of the Second Merger until amended or repealed in accordance with the provisions thereof;
URTHER RESOLVED, that the directors and officers of the Parent Corporation at the time of the Second Merger shall be the directors and officers of the Parent Corporation as the surviving corporation of the Second Merger until their successors have been duly elected or appointed and qualified;
FURTHER RESOLVED, that the officers of the Parent Corporation are authorized and directed to consummate the Second Merger by making and executing Articles of Merger setting forth a copy of this Plan of Merger, and filling the same in the offices of the Secretary of the State of Washington or the office of the Secretary of State of Iowa; and
FURTHER RESOLVED, that the officers of the Parent Corporation by, and hereby are, authorized and directed to do all acts and things whatsoever which may be necessary or proper to effect the Second Merger.
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ARTICLES OF AMENDMENT |
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TO THE |
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RESTATED ARTICLES OF INCORPORATION |
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OF |
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MEREDITH CORPORATION |
To the Secretary of State of the State of Iowa:
Pursuant to the provisions of Section 490 of the Iowa Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Restated Articles of Incorporation:
I. The name of the corporation is Meredith Corporation. The effective date of its incorporation was the 9th day of August, 1905. Its original name was Successful Farming Publishing Company.
II. The following amendment to the Restated Articles of Incorporation was adopted by the shareholders of the Corporation on November 10, 2003, in the manner prescribed by the Iowa Business Corporation Act:
WHEREAS, an amendment to the Restated Articles of Incorporation of Meredith Corporation is necessary and desirable to make said Articles conform to the Iowa Business Corporation Act in regard to director liability;
AND WHEREAS, said amendment requires shareholder approval to become effective;
IT IS HEREBY RESOLVED, that the Board of Directors of Meredith Corporation recommends that the shareholders of the Company approve the proposal that Article IX of the Restated Articles of Incorporation shall be deleted in its entirety and replaced with the following Articles IX and X:
IX
A director of the corporation shall not be personally liable to the corporation or its stockholders for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the stockholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law.
If the Iowa Business Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the
personal liability or any other right or protection of a director of the corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.
X
The corporation shall indemnify a director for liability (as such term is defined in Section 490.850(5) of the Iowa Business Corporation Act) for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the stockholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law. If the Iowa Business Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the corporation shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.
III. The number of shares of the corporation outstanding at the time of such adoption was 50,171,201, consisting of 40,255,307 shares of common stock, each entitled to one vote, and 9,915,894 shares of class B common stock, each entitled to ten votes, voting together as a class.
IV. The number of shares voting, and votes cast, for, against, and abstaining on the proposal to delete Article IX of the Restated Articles of Incorporation in its entirety and replace it with new Articles IX and X were as follows:
Executed: November 10, 2003
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MEREDITH CORPORATION |
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By |
/s/ William T. Kerr |
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[SEAL] |
WILLIAM T. KERR |
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Chairman and Chief Executive Officer |
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By |
/s/ John S. Zieser |
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JOHN S. ZIESER |
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Secretary |
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STATE OF IOWA )
) ss:
COUNTY OF POLK )
On this 10th day of November, 2003, before me, Teresa T. Rinker, a Notary Public in and for said County, personally appeared WILLIAM T. KERR and JOHN S. ZIESER, to me personally known, who being by me duly sworn, did say that they are the Chairman and Chief Executive Officer and the Corporate Secretary respectively of said corporation, that the seal affixed to said instrument is the seal of the corporation and that said Articles of Amendment were signed and sealed on behalf of said corporation by authority of its Board of Directors and that the said WILLIAM T. KERR and JOHN S. ZIESER acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.
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/s/ Teresa T. Rinker |
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Notary Public in and for the |
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State of Iowa |
Exhibit 31
CERTIFICATIONS
I, William T. Kerr, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Meredith Corporation; |
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2. |
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
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b) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |
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c) |
Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: February 10, 2004 |
/s/ William T. Kerr |
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William T. Kerr, Chairman of the |
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Board, Chief Executive Officer and |
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Director (Principal Executive Officer) |
A signed original of this written statement required by Section 302 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 31 (continued)
CERTIFICATIONS
I, Suku V. Radia, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Meredith Corporation; |
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2. |
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
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b) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |
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c) |
Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: February 10, 2004 |
/s/ Suku V. Radia |
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Suku V. Radia, Vice President- |
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Chief Financial Officer (Principal |
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Accounting and Financial Officer) |
A signed original of this written statement required by Section 302 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Meredith Corporation (the "Company") on Form 10-Q for the period ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ William T. Kerr |
/s/ Suku V. Radia |
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William T. Kerr
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Suku V. Radia
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Dated: February 10, 2004 |
Dated: February 10, 2004 |