-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DMXyVyAk/d/sMeiBdZl24h551L1oZZAIU4UeV69ta2qlQ5HFLyV7adb3h7ORcwIr 7wC67Y0Rvhsc9jX5hSKIug== 0001023875-01-000045.txt : 20010205 0001023875-01-000045.hdr.sgml : 20010205 ACCESSION NUMBER: 0001023875-01-000045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010131 GROUP MEMBERS: FRANKLIN MUTUAL ADVISERS LLC GROUP MEMBERS: FRANKLIN MUTUAL ADVISERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEREDITH CORP CENTRAL INDEX KEY: 0000065011 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 420410230 STATE OF INCORPORATION: IA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-11038 FILM NUMBER: 1520522 BUSINESS ADDRESS: STREET 1: 1716 LOCUST ST CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152843000 FORMER COMPANY: FORMER CONFORMED NAME: MEREDITH PUBLISHING CO DATE OF NAME CHANGE: 19710317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MUTUAL ADVISERS LLC CENTRAL INDEX KEY: 0001023875 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223463202 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2019122088 MAIL ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN MUTUAL ADVISERS INC DATE OF NAME CHANGE: 19960928 SC 13D 1 0001.txt CUSIP 589433101 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Meredith Corporation (Name of Issuer) Common Stock, par value $1 (Title of Class of Securities) 589433101 (CUSIP Number) David Winters Peter A. Langerman Franklin Mutual Advisers, LLC 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 973.912.2177 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [X]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Advisers, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,611,759 (See Item 5) 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 2,611,759 (See Item 5) 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,611,759 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.7% (See Item 5) 14. TYPE OF REPORTING PERSON IA Item 1. Security and Issuer This statement relates to the Common Stock (the "Common Stock ") of Meredith Corporation, an Iowa corporation (the "Issuer"). The Issuer's principal executive offices are located at 1716 Locust Street, Des Moines, Iowa 50309-3023. Item 2. Identity and Background (a) Name: Franklin Mutual Advisers, LLC ("FMA") (b) State of Organization: Delaware (c) Principal Business: An investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to the Franklin Mutual Series Fund Inc. Address of Principal Business/Principal Office: 51 John F. Kennedy Parkway Short Hills, NJ 07078 (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of the reporting persons named above is set forth in Exhibit A hereto. To the best knowledge of the persons listed in Item 2 hereof, each person listed on Exhibit A is a United States citizen and, during the last five years, no person listed in Exhibit A attached (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The securities reported herein were acquired with funds of approximately $78.1 million (including brokerage commissions). All such funds were provided from investment capital of FMA's respective advisory clients. Item 4. Purpose of Transaction The securities covered by this Statement were acquired by FMA's advisory clients for the purpose of investment. Neither FMA nor any executive officer or director of FMA has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of FMA's clients for the purpose of investment. The Issuer's shares trade at what FMA believes is a significant discount to their intrinsic value, and FMA further believes that the Issuer has failed to take steps sufficent to surface the underlying value in the Issuer's shares. In addition to growing asset value, management must energetically move to narrow the discount and refocus the Issuer's overall strategy in a direction that will benefit all shareholders. The Issuer faces major strategic issues regarding its broadcasting properties and margins are unsatisfactory. FMA recommends splitting the Issuer's publishing business from its broadcasting companies. FMA believes that the Issuer urgently needs to add directors to its board who have media and corporate finance experience. A more proactive board with increased expertise evaluating divestitures and other potential value enhancing alternatives would ensure that the Issuer does a better job of delivering the underlying potential of the Issuer's assets, either by redirecting priorities internally or by hiring external advisors. In addition, a more proactive board would demand from management commitments to deliver increased performance within specific timelines as a prelude to considering more drastic alternatives such as changing management. In FMA's view, an example of an inappropriate incentive to management is the option package approved at the last shareholders' meeting. FMA voted against the option package, believing that issuing additional options to management at a big discount to underlying values despite relatively poor past performance was not in the best interests of the Issuer's shareholders. FMA may decide to purchase on behalf of its advisory clients additional shares of the Common Stock or other securities of the Issuer. In addition, FMA may cause its advisory clients to dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. FMA's advisory clients reserve the right to exercise any and all of their respective rights as a stockholder of the Issuer in a manner consistent with their equity interests. Other than as described above, neither FMA nor any executive officer or director of FMA, has any present plans or proposals which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (ii) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a-b) One or more of FMA's advisory clients is the owner of 2,611,759 shares of the Common Stock. Investment advisory contracts with FMA's advisory clients grant to FMA sole voting and investment discretion over the securities owned by its advisory clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act (the "1934 Act"), the beneficial owner of 2,611,759 shares, representing approximately 6.7% of the outstanding shares of Common Stock. FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Beneficial ownership by investment advisory subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by FMA are exercised independently from FRI, and from all other investment advisor subsidiaries of FRI (FRI, its affiliates and investment advisor subsidiaries other than FMA are collectively referred to herein as "FRI affiliates"). Furthermore, FMA and FRI internal policies and procedures establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective advisory clients. Consequently, FMA and the FRI affiliates are each reporting the securities over which they hold investment and voting power separately from each other. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. However, FMA exercises voting and investment powers on behalf of its advisory clients independently of FRI, the Principal Shareholders, and their respective affiliates. Consequently, beneficial ownership of the securities being reported by FMA is not attributed to FRI, the Principal Shareholders, and their respective affiliates other than FMA. FMA disclaims any economic interest or beneficial ownership in any of the securities covered by this statement. Furthermore, FRI, the Principal Shareholders, and their respective affiliates including FMA, are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by any persons or entities advised by FRI subsidiaries. (c) There were no transactions in the shares of the Common Stock within the past sixty days. (d) No person other than respective advisory clients of FMA have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the securities being reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Other than as disclosed above, no persons named in Item 2 herein, nor to the best of such person's knowledge, no person named in Exhibit A hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit A Executive Officers and Directors of Reporting Persons Exhibit B Letter dated 1/31/2001 After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. January 31, 2001 Franklin Mutual Advisers, LLC By: Franklin/Templeton Distributors, Inc. Its Managing Member /s/Leslie M. Kratter LESLIE M. KRATTER Secretary Exhibit A EXECUTIVE OFFICERS AND DIRECTORS Name Present Principal Occupation/Employment Residence or Business Address Martin L. Flanagan Senior Vice President/Chief Financial Officer - FMA FRI Leslie M. Kratter Secretary - FMA FRI Kenneth A. Lewis Controller - FMA FRI Jeffrey A. Altman Senior Vice President - FMA FMA Jeff Diamond Vice President - FMA FMA Robert L. Friedman Senior Vice President - FMA FMA Raymond Garea Senior Vice President - FMA FMA Ephraim Karpel Vice President - FMA FMA Andrea Kraszewski Vice President - FMA FMA Peter A. Langerman President/Chief Executive Officer - FMA FMA Stuart Pistol Assistant Vice President - FMA Susan Potto Vice President - FMA FMA Michael F. Price Chairman - FMA FMA Charles R. Sims Treasurer - FMA FMA Lawrence N. Sondike Senior Vice President - FMA FMA Bradley Takahashi Assistant Vice President - FMA FMA David Winters Senior Vice President - FMA FMA FRI Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, CA 94404 Parent Company of Franklin/Templeton Distributors, Inc., (the Parent Company of Franklin Mutual Advisers, LLC) and a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products. FMA Franklin Mutual Advisers, LLC 51 John F. Kennedy Parkway Short Hills, NJ 07078 An investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to the Franklin Mutual Series Fund Inc. Exhibit B January 31, 2001 BY FAX TO 515.284.2700 (original via overnight courier) William T. Kerr Chairman and Chief Executive Officer Meredith Corporation 1716 Locust Street Des Moines, IA 50309-3023 ph: 515.284.3000 Re: Meredith Corp. ("Meredith" or the "Company") Dear Mr. Kerr: Franklin Mutual Advisers, LLC (the "FMA") is the adviser to a number of mutual funds which beneficially own, in the aggregate, 2,611,759 common shares of Meredith. Pursuant to advisory contracts with each of its clients, FMA exercises sole investment and voting power over the securities beneficially owned by its clients. We think you would agree with our assessment that the current and recent public market price of Meredith's common stock has consistently failed to reflect adequately the intrinsic value of the Company. In our view, the chronic undervaluation by the market is due to a number of factors, including management decisions relating to acquisitions, personnel and corporate governance issues. FMA believes that Meredith needs to add directors who have experience in corporate finance, investment banking and media companies and who have proven records of producing shareholder value. We also do not believe that management has given sufficient consideration to various long-term strategic alternatives which would unlock value for all of the Company's shareholders. In particular, FMA recommends splitting the Company's publishing business from its broadcasting companies which would result in immediate near term value for the Company's shareholders and provide the foundation for long-term appreciation as well. I would be pleased to discuss this further with you and the members of the board. Very truly yours, FRANKLIN MUTUAL ADVISERS, LLC David Winters Senior Vice President cc: Directors of the Meredith Corporation Herbert M. Baum Mary Sue Coleman Mell Meredith Frazier Christina A. Gold Frederick B. Henry Joel W. Johnson Robert E. Lee Richard S. Levitt Philip A. Marineau E. T. Meredith III Nicholas L. Reding Jack D. Rehm c/o Leo R. Armatis Meredith Corporation 1716 Locust Street Des Moines, IA 50309-30 -----END PRIVACY-ENHANCED MESSAGE-----