SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 2, 2001
PRIMEDIA INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-11106 13-3647573
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(Commission File Number) (IRS Employer Identification No.)
745 Fifth Avenue, New York, New York 10151
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(Address of Principal Executive Offices) (Zip Code)
(212) 745-0100
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Forward-Looking Statements
Certain of the statements contained herein that are not historical
facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act. Actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements
are typically identified by words or phrases such as "believe," "expect,"
"anticipate," "intend," "estimate," "may increase," "may fluctuate," and
similar expressions or future or conditional verbs such as "will," "should,"
"would," and "could." These forward-looking statements involve risks and
uncertainties including, but not limited to, global economic conditions, the
satisfaction of all conditions precedent to PRIMEDIA's purchase of Emap, Inc.
(including regulatory approvals) and the performance of PRIMEDIA's business
following the pending purchase of Emap, Inc.
Item 5. Other Events.
On July 2, 2001, PRIMEDIA Inc. announced that it has entered into a
definitive agreement (the "Stock Purchase Agreement") pursuant to which
PRIMEDIA will purchase from Emap plc all the issued and outstanding stock of
Emap, Inc., which owns over 60 consumer titles.
The transaction is expected to be completed by September 30, 2001. It
is subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. The press release is being filed as Exhibit 99.1 to this form 8-K and
is incorporated by reference in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
See attached Exhibit Index.
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SIGNATURES
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 hereunto duly authorized.
PRIMEDIA INC.
Date: July 6, 2001 By:/s/ Beverly C. Chell
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Name: Beverly C. Chell
Title: Vice Chairman
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release, dated July 2, 2001, issued by PRIMEDIA Inc.
4