-----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, But0lNUt9wTfwOUd6t0rdW0E16Avzv7QleYwu+41iEiKCTHfx2crrEBj/xdlQdJ+ ldUxPYEUrw3JpHy1UPeXbQ== 0000950133-02-000257.txt : 20020414 0000950133-02-000257.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950133-02-000257 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020128 GROUP MEMBERS: BOSTON PARTNERS ASSET MANAGEMENT, L.P. GROUP MEMBERS: BOSTON PARTNERS, INC GROUP MEMBERS: DESMOND JOHN HEATHWOOD 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: 02518780 BUSINESS ADDRESS: STREET 1: READERS DIGEST ROAD CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9142381000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON PARTNERS ASSET MANAGEMENT L P CENTRAL INDEX KEY: 0000949682 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 043270358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER 43RD FL CITY: BOSTON STATE: MA ZIP: 02159 BUSINESS PHONE: 6178328280 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER STREET 2: 43RD FLOOR CITY: BOSTON STATE: MA ZIP: 02111 SC 13G 1 w56861csc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* The Reader's Digest Association, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 755267101 - ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 - Filing pursuant to Rule 13d-1(b)(2) - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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). CUSIP NO. 755267101
- ------------------------------------------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Boston Partners Asset Management, L.P. - ------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] Not applicable - ------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF SHARES -0- shares BENEFICIALLY OWNED BY EACH -------------------------------------------------------------------------------------- REPORTING 6. SHARED VOTING POWER PERSON WITH: 5,253,946 shares -------------------------------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER -0- shares -------------------------------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 5,253,946 shares - ------------------------------------------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,253,946 shares - ------------------------------------------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable - ------------------------------------------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0 % - ------------------------------------------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA - -------------------------------------------------------------------------------------------------------------------
CUSIP NO. 755267101
- ------------------------------------------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Boston Partners, Inc. - ------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] Not applicable - ------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF SHARES -0- shares BENEFICIALLY OWNED BY EACH -------------------------------------------------------------------------------------- REPORTING 6. SHARED VOTING POWER PERSON WITH: 5,253,946 shares -------------------------------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER -0- shares -------------------------------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 5,253,946 shares - ------------------------------------------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,253,946 shares - ------------------------------------------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable - ------------------------------------------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0 % - ------------------------------------------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------------------------------------------
CUSIP NO. 755267101
- ------------------------------------------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Desmond John Heathwood - ------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] Not applicable - ------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF SHARES -0- shares BENEFICIALLY OWNED BY EACH -------------------------------------------------------------------------------------- REPORTING 6. SHARED VOTING POWER PERSON WITH: 5,253,946 shares -------------------------------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER -0- shares -------------------------------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 5,253,946 shares - ------------------------------------------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,253,946 shares - ------------------------------------------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable - ------------------------------------------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0 % - ------------------------------------------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------------------------------------------
Item 1. (a) Name of Issuer: The Reader's Digest Association, Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices: Pleasantville, New York, 10570-7000 Item 2. (a) Names of Persons Filing: Boston Partners Asset Management, L.P. ("BPAM"), Boston Partners, Inc. ("Boston Partners"), and Desmond John Heathwood. BPAM, Boston Partners, and Mr. Heathwood are sometimes referred to collectively herewith as the "Reporting Persons." (b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of BPAM, Boston Partners, and Mr. Heathwood is 28 State Street, 20th Floor, Boston, MA 02109. (c) Citizenship: BPAM is a Delaware limited partnership. Boston Partners is a Delaware corporation. Mr. Heathwood is a United States citizen. (d) Title of Class of Securities: Common Stock, $.01 par value ("Common Stock"). (e) CUSIP Number: 755267101 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a) (19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii) (F). (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii) (G). (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with Section 240.13d-1(b) (1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. (a) Amount beneficially owned: Each of the Reporting Persons may be deemed to own beneficially 5,253,946 shares of Common Stock at December 31, 2001. BPAM owns of record 5,253,946 shares of Common Stock. As sole general partner of BPAM, Boston Partners may be deemed to own beneficially all of the shares of Common Stock that BPAM may be deemed to own beneficially. As principal stockholder of Boston Partners, Mr. Heathwood may be deemed to own beneficially all of the Common Stock that Boston Partners may be deemed to own beneficially. Therefore, each of the Reporting Persons may be deemed to own beneficially 5,253,946 shares of Common Stock of the Issuer. (b) Percent of class: 6.0 % for all Reporting Persons. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares for all Reporting Persons. (ii) Shared power to vote or to direct the vote: 5,253,946 shares for all Reporting Persons. (iii) Sole power to dispose or to direct the disposition of: 0 shares for all Reporting Persons. (iv) Shared power to dispose or to direct the disposition of: 5,253,946 shares for all Reporting Persons. Instruction. For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d-3(d)(1). Pursuant to Rule 13d-4, each of Boston Partners and Mr. Heathwood expressly disclaims beneficial ownership of any shares of Common Stock of the Issuer. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. BPAM holds all of the above 5,253,946 shares under management for its clients, who have the right to direct the receipt of dividends, to receive dividends from such shares and to receive the proceeds from the sale of such shares. None of these clients holds more than five percent of the Common Stock of the Issuer. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable. Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule Section 240.13d-1(c) or Rule Section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable. BPAM, Boston Partners and Mr. Heathwood expressly disclaim membership in a "group" as defined in Rule 13d-5(b)(1). Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable. Item 10. Certification. By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1 hereto. Dated: January 15, 2002 BOSTON PARTNERS ASSET MANAGEMENT, L.P. By: Boston Partners, Inc. its general partner By: /s/ Mary Ann Iudice ------------------- William J. Kelly Treasurer and Senior Vice President by: Mary Ann Iudice Attorney-in-Fact* BOSTON PARTNERS, INC. By: /s/ Mary Ann Iudice ------------------- William J. Kelly Treasurer and Senior Vice President by: Mary Ann Iudice Attorney-in-Fact* /s/ Mary Ann Iudice - ------------------- Desmond John Heathwood by: Mary Ann Iudice Attorney-in-Fact** * Signed pursuant to a Power of Attorney executed by William J. Kelly, a copy of which is filed herewith as Exhibit 24.2. ** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood, a copy of which is filed herewith as Exhibit 24.1. Exhibit 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of The Reader's Digest Association, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. EXECUTED this 15th day of January, 2002. BOSTON PARTNERS ASSET MANAGEMENT, L.P. By: Boston Partners, Inc. its general partner By: /s/ Mary Ann Iudice ------------------- William J. Kelly Treasurer and Senior Vice President by: Mary Ann Iudice Attorney-in-Fact* BOSTON PARTNERS, INC. By: /s/ Mary Ann Iudice ------------------- William J. Kelly Treasurer and Senior Vice President by: Mary Ann Iudice Attorney-in-Fact* /s/ Mary Ann Iudice - -------------------- Desmond John Heathwood by: Mary Ann Iudice Attorney-in-Fact** * Signed pursuant to a Power of Attorney executed by William J. Kelly, a copy of which is filed herewith as Exhibit 24.2. ** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood, a copy of which is filed herewith as Exhibit 24.1. EX-24.1 3 w56861cex24-1.txt POWER OF ATTORNEY, DESMOND JOHN HEATHWOOD EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Desmond John Heathwood, hereby constitutes and appoints William J. Kelly and Mary Ann Iudice his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to sign any Schedule 13G or Schedule 13D relating to beneficial ownership and changes in beneficial ownership of equity securities of the companies set forth on Exhibit A hereto (each, a "Company" and, collectively, the "Companies"), and any amendment thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and submit copies thereof to any securities exchange or automated quotation system and to the applicable Company, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. This power-of-attorney shall expire at such time as the undersigned ceases to be subject to filing requirements under Section 13(d) and/or 13(g) under the Securities and Exchange Act of 1934, as amended, with respect to the Companies. /s/ Desmond John Heathwood -------------------------- Desmond John Heathwood Dated: January 7, 2002 EXHIBIT A Companies Subject to Power of Attorney Dated as of January 7, 2002 --------------------------- Interep National Radio Sales, Inc. IPC Holdings, Ltd. The Reader's Digest Association, Inc. RehabCare Group, Inc. Swift Energy Company Ventiv Health, Inc. EX-24.2 4 w56861cex24-2.txt POWER OF ATTORNEY, WILLIAM J. KELLY EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William J. Kelly, Treasurer and Senior Vice President of Boston Partners, Inc., hereby constitutes and appoints Mary Ann Iudice his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign any Schedule 13G or Schedule 13D relating to beneficial ownership and changes in beneficial ownership of equity securities of the companies set forth on Exhibit A hereto (each, a "Company" and, collectively, the "Companies"), and any amendment thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and submit copies thereof to any securities exchange or automated quotation system and to the applicable Company, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. This power-of-attorney shall expire at such time as Boston Partners, Inc. ceases to be subject to filing requirements under Section 13(d) and/or 13(g) under the Securities and Exchange Act of 1934, as amended, with respect to the Companies. /s/ William J. Kelly -------------------- William J. Kelly Dated: January 7, 2002 EXHIBIT A Companies Subject to Power of Attorney Dated as of January 7, 2002 --------------------------- Interep National Radio Sales, Inc. IPC Holdings, Ltd. The Reader's Digest Association, Inc. RehabCare Group, Inc. Swift Energy Company Ventiv Health, Inc. -----END PRIVACY-ENHANCED MESSAGE-----