UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 24, 2001
PRIMEDIA INC.
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(Exact Name of registrant specified in its charter)
Delaware 1-11106 13-3647573
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(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
745 Fifth Avenue, New York,
New York 10151
(Address of principal executive offices)
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Registrant's telephone number:
(212) 745-0100
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On August 24, 2001, PRIMEDIA Inc. (the "Company") acquired
all of the outstanding capital stock of EMAP Inc. from EMAP America Partners.
The total consideration paid by the Company was $505,000,000 in cash and a
warrant to acquire 2,000,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock").
The Company has partially financed the acquisition of EMAP,
Inc. by (1) issuing $125 million of Series J convertible exchangeable
preferred stock (the "Series J Preferred Stock") at a price per share equal to
$125 to KKR 1996 Fund L.P. ("KKR 1996 Fund"), an affiliate of Kohlberg Kravis
Roberts & Co. L.P. ("KKR"), and (2) drawing upon its revolving credit facility
in an amount of approximately $255 million. In addition, KKR 1996 Fund
purchased from the Company $125 million of (a) Common Stock and (b) Series K
convertible preferred stock (the "Series K Preferred Stock") at a price per
share equal $4.70. The Series K Preferred Stock is non-voting but otherwise
the economic equivalent of Common Stock. The shares of Series K Preferred
Stock will be automatically converted into an equal number of shares of Common
Stock upon receipt of approval under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR"), for KKR 1996 Fund to acquire
additional Common Stock and 20 days after the Company sends out an information
statement describing the financing pursuant to the Security and Exchange
Commission's (the "Commission") proxy rules.
Dividends on the Series J Preferred Stock accrue at an
annual rate of 12.5% and are payable quarterly in kind. The Series J Preferred
Stock is perpetual and ranks pari passu with the Company's existing series of
outstanding preferred stock. The Company has the option to redeem any or all
of the shares of Series J Preferred Stock at any time for cash at 100% of the
liquidation preference of each share being redeemed. The Series J Preferred
Stock may be converted into shares of Common Stock at any time after the first
anniversary of the issue date at a conversion price of $7 per share, subject
to adjustments. On any dividend payment date, the Company has the option to
exchange the Series J Preferred Stock into its subordinated debt. The
Company's ability to redeem or exchange the Series J Preferred Stock into debt
is subject to the approval of a majority of independent directors.
In connection with the equity financing by KKR 1996 Fund,
the Company paid KKR 1996 Fund a commitment fee consisting of warrants to
purchase 1.25 million shares of Common Stock and granted to KKR as a funding
fee for the securities additional warrants to purchase 2.62 million shares of
our common stock. The warrants will be exercisable at any time after the first
anniversary of the grant date at an exercise price of $7 per share, subject to
adjustments. The warrants constituting the commitment fee and the funding fee
vest on the grant date. If the Series J Preferred Stock is outstanding for
three, six, nine or 12 months from the date of issuance, KKR 1996 Fund will
receive additional warrants that vest on the grant date to purchase 250,000, 1
million, 1.25 million and 1.5 million shares of Common Stock, respectively.
Investment partnerships affiliated with KKR currently own
approximately 64% of the Company's Common Stock.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of the Business Acquired
Financial statements required by this item shall be filed
not later than 60 days after the date that this report is required to be
filed.
(b) Pro Forma Financial Information
Financial statements required by this item shall be filed
not later than 60 days after the date that this report is required to be
filed.
(c) The following exhibits are filed with this report:
99.1 News Release
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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 hereunto duly authorized.
PRIMEDIA INC.
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(Registrant)
By: /s/ Beverly C. Chell
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Name: Beverly C. Chell
Title: Vice Chairman and Secretary
Date: August 24, 2001
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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Exhibit 99.1 News Release
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