Meredith Corp

MEREDITH CORP

FORM 8-K (Unscheduled Material Events)

Filed 3/22/2002 For Period Ending 3/22/2002

Address 1716 LOCUST ST DES MOINES, Iowa 50309 Telephone 515-284-3000 CIK 0000065011 Industry Printing & Publishing Sector Services Fiscal Year 06/30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 22, 2002

Commission file number 1-5128 Meredith Corporation (Exact name of registrant as specified in its charter)

Iowa 42-0410230 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

1716 Locust Street, Des Moines, Iowa 50309-3023 (Address of principal executive offices) (ZIP Code)

515 - 284-3000 (Registrant's telephone number, including area code)

- 1 - Item 5. Other Events

On March 22, Meredith Corporation issued a news release updating the earnings outlook for the third fiscal quarter which will end on March 31, 2002. That news release is attached as an exhibit.

Also on March 22, Meredith Corporation issued a news release announcing a television station trade agreement with News Corporation and Fox Television Stations, Inc., and a new affiliation agreement with respect to all of Meredith's Fox affiliates. That news release is attached as an exhibit.

Item 7. Financial Statements and Exhibits

99.1 News release issued by Meredith Corporation dated March 22, 2002 updating the earnings outlook for the third fiscal quarter which will end on March 31, 2002.

99.2 News release issued by Meredith Corporation dated March 22, 2002 announcing a television station trade agreement with News Corporation and Fox Television Stations, Inc. and a new affiliation agreement with respect to all of Meredith's Fox affiliates.

- 2 - SIGNATURE

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

(Suku V. Radia)

Suku V. Radia Vice President - Chief Financial Officer (Principal Financial and Accounting Officer)

Date: March 22, 2002

- 3 - Index to Exhibits

Exhibit Number Item ------

99.1 News release issued by Meredith Corporation dated March 22, 2002 updating the earnings outlook for the third fiscal quarter which will end on March 31, 2002.

E-1 Exhibit 99.1

MEREDITH CORPORATION UPGRADES THIRD QUARTER OUTLOOK

DES MOINES, Iowa - (March 22, 2002) - Meredith Corporation (NYSE: MDP) announced today that it expects its earnings to exceed the First Call consensus estimate and prior company guidance for its fiscal third quarter primarily due to improved advertising demand and the company's ongoing cost reduction efforts. The company also expects full fiscal year earnings to exceed the First Call Consensus estimate.

Meredith expects earnings per share for the third quarter of fiscal 2002, which ends March 31, to be in the range of $0.34 to $0.36. For its entire fiscal year, the company expects earnings to be in the range of $0.97 to $1.00 per share. The First Call Consensus estimate for Meredith's fiscal third quarter is $0.28 per share, and the estimate is $0.93 per share for fiscal 2002. Meredith is scheduled to release results for the third fiscal quarter on May 1.

William T. Kerr, Meredith's Chairman and Chief Executive Officer, noted that advertising at the company's television stations is pacing flat in the third fiscal quarter, compared to double digit declines in the first and second fiscal quarters. However, he said, "it's too early to discern a trend and television pacings are often volatile.

"We are also seeing an improvement in demand for magazine advertising," he said. "For example, our flagship magazine - Better Homes and Gardens - recently achieved its largest April issue ever, with more than 200 advertising pages."

Kerr said Meredith continues to benefit from its cost control efforts. "We are in the seventh quarter of our disciplined cost-reduction program which has produced a leaner, more efficient organization."

Kerr said the company has also experienced lower paper prices, which have reduced publishing production costs. In addition, he said "as we have indicated in earlier statements, circulation mailing costs in the third quarter of fiscal 2002 will be lower than in the same period a year ago because additional mailings were moved to the first half of the current fiscal year.

"We continue to focus on improved revenue generation and cost containment strategies to build upon our strong assets and to further strengthen our leading position in the home and family media market," Kerr continued. "That focus, along with our strong balance sheet, position us very well to benefit from a recovery in the economy."

About Meredith Corporation Meredith Corporation (http://www.meredith) is one of the nation's leading media and marketing companies with businesses centering on magazine and book publishing, television broadcasting, and interactive and integrated marketing. The Meredith Publishing Group, the country's foremost home and family authority, includes 16 magazine brands, including Better Homes and Gardens and Ladies' Home Journal, and approximately 120 special interest publications. Meredith owns 12 television stations -- including properties in top 25 markets such as Atlanta, Phoenix, and Portland.

- 1 - Meredith has nearly 300 books in print and has established marketing relationships with some of America's leading companies, including The Home Depot, Kraft Foods and Nestle USA. Meredith's consumer database, which contains more than 60 million names, is the largest domestic database among media companies and enables magazine and television advertisers to precisely target marketing campaigns. Additionally, Meredith has an extensive Internet presence, including 26 web sites, strategic alliances with leading specialty Internet destinations such as the Microsoft Network (MSN) and branded anchor tenant positions on America Online.

- 2 - Exhibit 99.2

MEREDITH CORPORATION CREATES PORTLAND DUOPOLY THROUGH STATION TRADE WITH FOX TELEVISION STATIONS, INC.

DES MOINES, Iowa - (March 22, 2002) - Meredith Corporation (NYSE: MDP) announced today that it has agreed to trade television stations with News Corporation and Fox Television Stations, Inc., and enter into new affiliation agreements with respect to all of Meredith's Fox affiliates. The transaction successfully creates a Meredith duopoly of television stations in Portland, OR, and a FOX duopoly in Orlando, FL. Meredith has additional Fox affiliates in Las Vegas, NV; Greenville-Spartanburg-Anderson, SC, Asheville, NC; and Bend OR.

The transaction, which is subject to regulatory approval, transfers ownership of the Fox-owned-and-operated UPN affiliate in Portland, KPTV- 12, to Meredith. Meredith currently owns Portland's KPDX-TV, Fox-49. In return, Meredith transfers ownership of its Orlando Fox affiliate, WOFL-TV, Fox-35, and its Ocala-Gainesville, FL affiliate, WOGX-53, to Fox Television Stations. Fox Television Stations currently owns the UPN affiliate, WRBW-65, in Orlando.

Kevin O'Brien, President of Meredith Broadcasting Group, said "we are excited for the opportunity to own two stations in a vibrant market like Portland. Both KPDX and KPTV have served their communities well over the years, and we look forward to offering improved programming to viewers and increased reach to advertisers in the Portland area."

Meredith Chief Financial Officer Suku V. Radia said the transaction is not expected to have a material financial impact on fiscal 2002 or fiscal 2003.

The closing of the station exchange is subject to the approval of the Federal Communications Commission, Hart-Scott-Rodino clearance and certain customary closing conditions. Meredith and News Corporation today filed with the FCC an application for the transfer of station licenses from Fox to Meredith and from Meredith to Fox. The new affiliation agreements become effective when the transaction is closed.

About Meredith Corporation Meredith Corporation (www.meredith.com) is one of the nation's leading media and marketing companies with core competencies in magazine and book publishing, television broadcasting, integrated marketing and interactive media. Meredith owns 12 television stations that reach nearly 10 percent of television households across the country.

End of Filing