0000899140-20-000347.txt : 20200723 0000899140-20-000347.hdr.sgml : 20200723 20200723160512 ACCESSION NUMBER: 0000899140-20-000347 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200723 DATE AS OF CHANGE: 20200723 GROUP MEMBERS: GEORGE S. LOENING GROUP MEMBERS: SEG PARTNERS II, L.P. 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-16368 FILM NUMBER: 201043706 BUSINESS ADDRESS: STREET 1: 1716 LOCUST ST CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152843000 MAIL ADDRESS: STREET 1: 1716 LOCUST ST CITY: DES MOINES STATE: IA ZIP: 50309 FORMER COMPANY: FORMER CONFORMED NAME: MEREDITH PUBLISHING CO DATE OF NAME CHANGE: 19710317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Select Equity Group, L.P. CENTRAL INDEX KEY: 0001592643 IRS NUMBER: 463465710 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 475-8335 MAIL ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13G 1 s36348030a.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*



Meredith Corp.
(Name of Issuer)

Common Stock
(Title of Class of Securities)


589433101
(CUSIP Number)


July 13, 2020
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 ◻
 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 on 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
 CUSIP No. 589433101
SCHEDULE 13G
 Page 2 of 7 Pages

 
1
 
NAMES OF REPORTING PERSONS
 
Select Equity Group, L.P.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
0
 
6
 
SHARED VOTING POWER
 
4,157,973
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
4,157,973
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
4,157,973
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.3%*
 
12
 
TYPE OF REPORTING PERSON
 
IA
* Beneficial ownership based on 40,304,544 shares of common stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2020.

2
 CUSIP No. 589433101
 SCHEDULE 13G
 Page 3 of 7 Pages

 
1
 
NAMES OF REPORTING PERSONS
 
SEG Partners II, L.P.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
0
 
6
 
SHARED VOTING POWER
 
2,225,542
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
2,225,542
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,225,542
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5%*
 
12
 
TYPE OF REPORTING PERSON
 
PN
* Beneficial ownership based on 40,304,544 shares of common stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 19, 2020.


3

 CUSIP No. 589433101
 SCHEDULE 13G
 Page 4 of 7 Pages

 
1
 
NAMES OF REPORTING PERSONS
 
George S. Loening
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
 
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
0
 
6
 
SHARED VOTING POWER
 
4,157,973
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
4,157,973
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
4,157,973
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.3%*
 
12
 
TYPE OF REPORTING PERSON
 
IN/HC
* Beneficial ownership based on 40,304,544 shares of common stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 19, 2020.

4
 
Item 1(a)
 
Name of Issuer:
  
     
 
Meredith Corp.
  
     
     
 Item 1(b)
 Address of Issuer’s Principal Executive Offices:
  
     
 
 1716 Locust Street
  
 
 Des Moines, IA 50309
  
     
     
Items 2(a)
Name of Person Filing:
  
     
 
This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership (“Select LP”), SEG Partners II, L.P., a Delaware limited partnership (“SEG Partners II”) and George S. Loening (“Loening”), who is the majority owner of Select LP and managing member of its general partner, and who is the managing member of SEG Partners II’s general partner. Select LP, SEG Partners II and Loening are sometimes jointly referred to herein as the “Select Reporting Persons.”
  
     
     
Item 2(b)
Address of Principal Business Office:
  
     
 
The business address of each of the Select Reporting Persons is:
 
  380 Lafayette Street, 6th Floor  
 
New York, New York 10003
  
     
     
Item 2(c)
Citizenship:
  
     
 
George S. Loening is a United States citizen.
  
     
     
Item 2(d)
Title of Class of Securities:
  
     
 
Common Stock
  
     
     
Item 2(e)
CUSIP Number:
  
     
 
589433101
  
     
     
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
  
     
 
(a)
☐ Broker or dealer registered under Section 15 of the Act;
 
(b)
☐ Bank as defined in Section 3(a)(6) of the Act;
 
(c)
☐ Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
☐ Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
☐ A parent holding company or control person in accordance with Rule 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;
 
(j)
☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
(k)
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     


5
Item 4
Ownership:
   
 
The information required by Items 4(a)-(c), as of the close of business on July 21, 2020, is set forth in Rows 5-11 of the cover page hereto for each Select Reporting Person and is incorporated herein by reference for each such Select Reporting Person.
   
   
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 a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
   
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
N/A
   
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
N/A
   
   
Item 8
Identification and Classification of Members of the Group:
   
 
N/A
   
   
Item 9
Notice of Dissolution of Group:
   
 
N/A
   
   
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 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.
   


6
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 
SELECT EQUITY GROUP, L.P.
   
 
By: Select Equity GP, LLC, its General Partner
   
 
By: /s/ George Loening                                                   
 
Name: George S. Loening
 
Title: Managing Member
   
 
SEG PARTNERS II, L.P.
   
 
By: SEG Partners II Holdings, LLC, its General Partner
   
 
By: /s/ George Loening                                                   
 
Name: George S. Loening
 
Title: Manager
   
 
/s/ George Loening                                                          
 
George S. Loening, an individual
   
   
Dated: July 23, 2020
  
   
   



















7
 EX-99.1 2 s36348030b.htm AGREEMENT OF REPORTING PERSONS
EXHIBIT 99.1
AGREEMENT OF REPORTING PERSONS

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated:  July 23, 2020

 
SELECT EQUITY GROUP, L.P.
   
 
By: Select Equity GP, LLC, its General Partner
   
 
By: /s/ George Loening                                                   
 
Name: George S. Loening
 
Title: Managing Member
   
 
SEG PARTNERS II, L.P.
   
 
By: SEG Partners II Holdings, LLC, its General Partner
   
 
By: /s/ George Loening                                                   
 
Name: George S. Loening
 
Title: Manager
   
 
/s/ George Loening                                                          
 
George S. Loening, an individual