Bertelsmann SE & Co. KGaA

Bertelsmann profit participation certificate: changeover to Euro
Offer for a voluntary exchange of profit participation certificates
Change of the fiscal year

    Gütersloh (ots) - The Executive Board of Bertelsmann AG has
decided, with the approval of the Supervisory Board, to change the
base currency of Bertelsmann profit participation certificates from
DM to Euro effective 8 January 2001. The smallest denomination is one
Euro-Cent.
    
    Additionally, Bertelsmann offers the voluntary exchange of their
profit participation certificates into new certificates with changed
conditions ("Profit Participation Certificate 2001") to all owners of
profit participation certificates. The reason for this is the
redefinition of the key financial benchmarks. Instead of employing
the concept of return on total assets, the concept of BVA
(Bertelsmann Value Added) and return on sales will serve as
accounting benchmarks in the future. In the past, the profit
participation certificate dividend payment was connected to the
return on total assets of the Group.
    
    The conditions of the profit participation certificate 2001, which
are likely to be offered for exchange to investors at the start of
2001, include three essential changes, the most important being an
alteration in the way the dividend is calculated. The dividend on the
profit participation certificates will be 15 % of the base value of
the certificates for each full fiscal year assuming the net income of
the Group is adequate. The base value is 10 Euro. At the same time,
claims for physical certificates will be excluded, as is common
practice today.
    
    In an ad-hoc memo from 17 March 2000, Bertelsmann had pointed out
that AOL, Inc. and Bertelsmann have agreed to restructure their
ownership interests in AOL Europe. The transaction involves using put
and call mechanisms resulting in a cost of $ 6.75 billion to $ 8.25
billion to America Online in order to ultimately buy out
Bertelsmann's share in the coming years, if the options are
exercised. This would have an effect on the financial statements of
Bertelsmann and possibly the return on total assets. However, this
effect can not be precisely calculated as of today. The new profit
participation certificates will also share in a possible increase of
the payment until 31 December 2002.
    
    Bertelsmann AG has switched its fiscal year effective 31 December
2000 to coincide with the calendar year. The change of the entire
Group's fiscal year will be effected by 31 December 2001. The next
dividend payment on both profit participation certificates will
therefore be made most likely in September instead of November 2001
for the full Group fiscal year 2000/01. In the year 2002, the payment
is scheduled for the spring based on the six month-long abbreviated
fiscal year of the Group.
    
    Investors will be informed in January 2001 with a letter from
their banks about the concise details of the changeover to the Euro
and the offer for the exchange. At that point in time, details will
also be available through a phone hotline and on the website of the
company. Additional information about the exchange will be published
in a timely fashion.
    
    
ots Originaltext: Bertelsmann AG
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For further information please contact:
Christiane Hach
Bertelsmann AG - Media and Financial Relations
Phone: +49 (0) 52 41 / 80 - 4 13 76
E-mail: christiane.hach@bertelsmann.de

Original-Content von: Bertelsmann SE & Co. KGaA, übermittelt durch news aktuell

Weitere Meldungen: Bertelsmann SE & Co. KGaA

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