-----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, Ah6FNBDjpEYE+jRs17ZOgQHLYuzep5TK6Vwl/aX9yifaCpiVZkWUipXla8Rms+zW 7JgPPydtqwUxaI471TxHcA== 0000932471-02-000822.txt : 20021009 0000932471-02-000822.hdr.sgml : 20021009 20021009163948 ACCESSION NUMBER: 0000932471-02-000822 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: READERS DIGEST ASSOCIATION INC CENTRAL INDEX KEY: 0000858558 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 131726769 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43188 FILM NUMBER: 02785299 BUSINESS ADDRESS: STREET 1: READERS DIGEST ROAD CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9142381000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD FIDUCIARY TRUST CO CENTRAL INDEX KEY: 0000933478 IRS NUMBER: 232186884 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 ADMIRAL NELSON BLVD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106691000 SC 13G 1 readersdigestassoc.txt READER'S DIGEST ASSOCIATION, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0)* Name of Issuer: The Reader's Digest Association, Inc. Title of Class of Securities: Class B Common Stock CUSIP Number: 755267200 Date of Event Which Requires Filing of this Statement: September 16, 2002 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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). (Continued on the following page(s)) Page 1 of 6 Pages 13G CUSIP No.: 755267200 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s). I.R.S. Identification Number 23-2186884. 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP Not Applicable A. B. - 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 1,584,307 Shares 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 1,584,307 Shares Page 2 of 6 Pages 13G CUSIP No.: 880345103 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,584,307 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.744% 12. TYPE OF REPORTING PERSON BK Page 3 of 6 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13G Under the Securities Exchange Act of 1934 ------------ Item 1 (a) - Name of Issuer - --------------------------- The Reader's Digest Association, Inc. Item 1 (b) - Address of Issuer's Principal Executive Officers: - -------------------------------------------------------------- Reader's Digest Road Pleasantville, NY 10570-7000 Item 2 (a) - Name of Person Filing: - ----------------------------------- Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s). Item 2 (b) - Address of Principal Business Office or, if none, residence - ------------------------------------------------------------------------ 500 Admiral Nelson Blvd., Malvern, PA 19355 Item 2 (c) - Citizenship - ------------------------ Pennsylvania Item 2 (d) - Title of Class of Securities - ----------------------------------------- Class B Common Stock Item 2 (e) - CUSIP Number - ------------------------- 755267200 Item 3 - Type of Filing: - ------------------------ If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (b) X Bank as defined in Section 3(a)(6) of the Act. Page 4 of 6 Pages Item 4 - Ownership: (a) Amount Beneficially Owned: 1,584,307 Shares (b) Percent of Class: 12.744% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 1,584,307 Shares* (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 1,584,307 Shares** * Vanguard Fiduciary Trust Company is the trustee of certain employee benefit plans, which are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Shares of the issuer's Common Stock are held in trust for the benefit of employees in the plans. As of September 30, 2002, the trustee held 1,584,307 shares of the issuer's Class B Common Stock on behalf of the plans, all of which had been allocated to plan participants. The plan trustee votes shares allocated to participant accounts as directed by participants. Shares of the issuer's Common Stock held by the trustee on behalf of the plans as to which participants have made no timely voting directions, are voted by the plan trustee in the same proportions as shares for which directions are received (subject to the trustee's responsibilities under Section 404 of ERISA). For tender decisions, if no instruction is received from a participant, the shares will not be tendered. ** Shares of Common Stock are held in the issuer's employee benefit plans in various accounts and were allocated by the source of contribution (employer, the predecessor to the employer or the employee). Shares of Common Stock held by the trustee on behalf of the plans may be disposed of by the plans or the trustee only in accordance with the terms of the plans. For tender decisions, if no instruction is received from a participant, the shares will not be tendered. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. All of the securities are beneficially held by Vanguard Fiduciary Trust Company in its fiduciary capacity, as trustee of certain employee benefit plans. As a result, participants in the plans are entitled to receive dividends or proceeds from the sale of shares reported in this Schedule 13G in accordance with the terms of the plans. Page 5 of 6 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Vanguard Fiduciary Trust Company disclaims beneficial ownership of all shares held in trust by the trustee that have been allocated to the individual accounts of participants in the plans for which directions have been received, pursuant to Rule 13d-4 under the Securities Exchange Act of 1934. Signature - --------- 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. Date: October 9, 2002 Vanguard Fiduciary Trust Company, Trustee By:_______________________________ Name: Joseph Dietrick Title: Assistant Secretary Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----