UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the Fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from ______________ to ______________
Commission file number 1-11106
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
PRIMEDIA Inc.
PRIMEDIA EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PRIMEDIA Inc.
745 Fifth Avenue
New York, New York 10151
PRIMEDIA Inc.
PRIMEDIA Employee Stock Purchase Plan
Index to Financial Statements
PAGES
Independent Auditors' Report 2
Statement of Net Assets as of December 31, 2000 3
Statement of Changes in Net Assets for the period
March 29, 2000(date of inception through December 31, 2000 4
Notes to Financial Statements 5-7
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of PRIMEDIA Inc.
and Participants of the PRIMEDIA Employee Stock Purchase Plan
New York, New York
We have audited the accompanying statement of net assets of the PRIMEDIA
Employee Stock Purchase Plan (the "Plan") as of December 31, 2000 and the
related statement of changes in net assets for the period from March 29, 2000
(date of inception) through December 31, 2000. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Plan as of December 31, 2000, and the changes in
its net assets for the period from March 29, 2000 (date of inception) through
December 31, 2000, in conformity with accounting principles generally accepted
in the United States of America.
/s/ DELOITTE & TOUCHE LLP
New York, New York
March 23, 2001
PRIMEDIA Inc.
PRIMEDIA Employee Stock Purchase Plan
Statement of Net Assets as of December 31, 2000
ASSETS:
Employer accounts receivable $ 1,426,696
-------------------
Total assets 1,426,696
LIABILITIES -
-------------------
NET ASSETS $ 1,426,696
===================
See Notes to Financial Statements
PRIMEDIA Inc.
PRIMEDIA Stock Purchase Plan
Statement of Changes in Net Assets for the period from March 29, 2000 (date of
inception) through December 31, 2000
Participant contributions $ 1,426,696
---------------
Total additions 1,426,696
---------------
Total deductions -
---------------
Net additions 1,426,696
Net assets, beginning of period -
---------------
Net assets, end of period $ 1,426,696
===============
See Notes to Financial Statements
PRIMEDIA Inc.
PRIMEDIA Employee Stock Purchase Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN:
The following description of the PRIMEDIA Inc. (the "Company") PRIMEDIA Employee
Stock Purchase Plan, (the "Plan"), provides only general information.
Participants should refer to the Plan document for a more complete statement of
the Plan's provisions.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those estimates.
a. General Description
The Plan is an employee stock purchase plan that allows participants to purchase
shares of PRIMEDIA Common Stock ("Stock") through payroll deductions. The Plan's
fiscal year, for years after fiscal 2000 is divided into two six-month periods
("Offering Periods"). The Offering Periods are January 1 to June 30 and July 1
to December 31 and represent the periods during which participants' payroll
deductions are accumulated. For fiscal 2000, the offering period is March 29 to
December 31. At the end of each Offering Period, the participants' accumulated
payroll deductions are used to purchase shares of Stock. Participants may
purchase shares of Stock for an amount equal to 90% of the lesser of (1) the
closing price of a share of Stock on the first day of the Offering Period or (2)
the closing price of a share of Stock on the last day of the Offering Period
("Option Price").
The Plan was approved by the Company's stockholders on March 27, 2000. The stock
subject to issuance under the Plan shall be authorized but unissued common
stock, treasury shares or shares purchased on the open market. The aggregate
number of shares, which may be issued pursuant to the Plan, is 5,000,000.
At December 31, 2000, participants of the Plan accumulated payroll deductions
sufficient to purchase 132,793 shares of Stock subsequent to December 31, 2000,
leaving 4,867,207 shares of Stock available for future purchases by Plan
participants.
The Plan is neither qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended, nor subject to any of the provisions of the
Employee Retirement Income Security Act of 1974 (commonly known as "ERISA").
b. Eligibility
All full-time or part-time employees of the Company and its eligible
subsidiaries, who customarily work at least 20 hours per week and five months a
year are eligible to participate in the Plan. Eligible employees may only enroll
in the Plan prior to the beginning of a Offering Period.
c. Stock Purchases
On the last trading day of each Offering Period, the amount of each
participant's accumulated payroll deductions is applied towards the purchase of
the maximum number of whole and fractional shares of Stock possible, determined
by dividing the participant's total contribution by the per share Option Price
applicable for that Offering Period. During the offering period ended December
31, 2000, the maximum number of shares of Stock a participant can purchase is
921 shares. This share limitation will not apply in future Offering periods on
and after January 1, 2001. Purchased shares of Stock are transferred to a
brokerage account in the name of the participant at a securities brokerage firm
approved by a committee appointed by the Board of Directors of the Company.
d. Participant Contributions
Participants may elect to have 2% to 5% of their "Base Salary" (as defined in
the Plan) deducted on an after-tax basis for the purchase of Stock. Participants
may only increase or decrease their deduction percentages prior to the beginning
of a Offering Period and may not decrease their deductions during the Offering
Period except to stop contributing. No interest accrues or is paid on
participants' accumulated payroll deductions. Once made, the Company may use the
payroll deductions for any corporate purpose, and the Company has no obligation
to segregate employees' payroll deductions from any other funds of the Company
or to hold funds representing the same pending the application thereof to the
purchase of shares at the end of each Offering Period in accordance with the
Plan.
e. Participant Refunds
Plan participants may withdraw from the Plan at any time prior to the last day
of a Offering Period by properly notifying the Company. A participant's
accumulated payroll deductions for the Offering Period prior to withdrawal from
the Plan will be promptly refunded to the participant without interest (unless
required by law). In addition, Plan participants can elect to stop future
contributions and leave contributions already made in the current Offering
Period in the Plan (to purchase share at the end of the Offering Period) by
properly notifying the Company at specified times prior to the last day of a
Offering Period.
Participants who terminate their employment relationship with the Company are
not eligible to continue in the Plan. All payroll deductions accumulated during
the Offering Period through the date of such cessation of employment are
refunded to the employee or, in the event of the employee's death, to the
beneficiary designated by the participant on his/her Enrollment/Change Form.
f. Administrative Expenses
The Company bears all costs in connection with the Plan including administrative
fees and all fees associated with the issuance of Stock. The Plan participant is
responsible for all brokerage and related expenses associated with the sale of
Stock.
Administrative expenses related to the Plan amounted to approximately $85,000
for the period March 29, 2000 (date of inception through December 31, 2000).
g. Plan Termination
The Plan may be terminated at any time by the Company's Board of
Directors but such termination shall not affect options then outstanding under
the Plan. If at any time shares of Stock reserved for the purpose of the Plan
remain available for purchase but not in sufficient number to satisfy all then
unfilled purchase requirements, the available shares shall be apportioned among
participants in proportion to the amount of payroll deductions accumulated on
behalf of each participant that would otherwise be used to purchase Stock, and
the Plan shall terminate. Upon such termination or any other termination of the
Plan, all payroll deductions not used to purchase stock will be refunded,
without interest(unless required by law).
2. INCOME TAX STATUS:
The Plan fulfills the requirements of an "employee stock purchase plan" as
defined in Section 423 of the Internal Revenue Code. As such, the Plan is not
required to file income tax returns or pay income taxes.
Under Section 423, a participating employee will not recognize taxable income,
and the Company will not be entitled to a tax deduction, for federal income tax
purposes when an employee enrolls in the Plan or when a participant purchases
shares of Stock under the Plan.
3. SUBSEQUENT EVENTS:
Plan participants' accumulated payroll deductions for the Offering Period ended
December 31, 2000, amounted to $1,426,696 and have been recorded as an amount
receivable from the Company at December 31, 2000. Subsequent to December 31,
2000, $1,426,696 of these accumulated deductions were used to purchase 132,793
shares of Stock which were issued to participants by the Company in January
2001. The 132,793 shares of Stock purchased subsequent to December 31, 2000 had
a market value of $1,585,211 as of the option price date.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration No. 33-52280 of
PRIMEDIA Inc. Form S-8 under the Securities Act of 1933 of our report dated
March 23, 2001, appearing in this Annual Report on Form 11-K of the PRIMEDIA
Employee Stock Purchase Plan for the period from March 29, 2000 (date of
inception) through December 31, 2000.
/s/ DELOITTE & TOUCHE LLP.
New York, New York
March 27, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator of the PRIMEDIA Employee Stock Purchase Plan, has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
PRIMEDIA Inc.
PRIMEDIA Employee Stock Purchase Plan
March 27, 2001
By: /s/ Beverly C. Chell
Vice Chairman and Secretary
PRIMEDIA Inc.