Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PRIMEDIA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-364753
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
745 FIFTH AVENUE
NEW YORK, NEW YORK 10151
(Address of principal executive offices) (Zip Code)
PRIMEDIA THRIFT & RETIREMENT PLAN
(Full title of the plan)
CHRISTOPHER FRASER, ESQ.
PRIMEDIA INC.
745 FIFTH AVENUE
NEW YORK, NEW YORK 10151
(Name and address of agent for service)
(212) 745-0100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================== =================== ======================= ====================== ===========================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
=============================== =================== ======================= ====================== ===========================
Common Stock, par value 5,000,000 $0.88(2) $4,400,000 $405
$.01 per share shares(1)
=============================== =================== ======================= ====================== ===========================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of interests to be offered or sold pursuant to the PRIMEDIA
Thrift & Retirement Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act. The fee is calculated on the
basis of the average of the high and low trading prices for the Registrant's
Common Stock reported on the New York Stock Exchange on July 26, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant (also referred to
hereinafter as the "Company") or the Plan with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:
A. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 filed on April 1, 2002 (File No. 1-11106);
B. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ending March 31, 2002 (File No. 1-11106) and the Registrant's
Current Reports on Form 8-K filed on February 26, 2002, March 22, 2002 and
April 4, 2002, and on Form 8-K/A filed on April 8, 2002; and
C. The description of the Registrant's "Common Stock" contained in its
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and are a part hereof from the date of
filing such documents. Each document incorporated by reference in this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference in this Registration Statement or by
any document which constitutes part of the prospectus relating to the Plan
meeting the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law which enables a corporation in
its original certificate of incorporation or an amendment thereto to eliminate
or limit the personal liability of a director for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation Law (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchase or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit.
2
Reference is also made to Section 145 of the Delaware General Corporation
Law, which provides that a corporation may indemnify any persons, including
officers and directors, who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer, director, employee or agent of such corporation or is or was serving at
the request of such corporation or enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interest and, for criminal proceedings, had no
reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred.
Article 8 of the Certificate of Incorporation of the Registrant provides
that except under certain circumstances, directors of the Registrant shall not
be personally liable to the corporation or its stockholders for monetary damage
for breach of fiduciary duties as a director. Article 4 of the Amended and
Restated By-laws of the Registrant provides for indemnification of the officers
and directors of the Registrant to the full extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Incorporation of PRIMEDIA Inc. (formerly
K-III Communications Corporation) (incorporated by reference
to K-III Communications Corporation's Registration Statement
on Form S-1, File No. 33-96516, as amended).
4.2 Certificate of Amendment to Certificate of Incorporation of
K-III Communications Corporation (changing name from K-III
Communications Corporation to PRIMEDIA Inc.) (incorporated
by reference to K-III Communications Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997,
File No. 1-11106).
4.3 Amended and Restated By-laws of the Registrant (incorporated
by reference to the K-III Communications Registration
Statement on Form S-1, File No. 33-96516).
23 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on signature page to the
Registration Statement).
3
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service in a timely manner and to make all
changes required by the Internal Revenue Service to qualify such Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
4
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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5
ADDITIONAL DISCLOSURE RELATED TO STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 142
SELECTED FINANCIAL DATA
The selected consolidated financial data for each of the years ended
December 31, 2001, 2000, 1999, 1998 and 1997 have been derived from the audited
consolidated financial statements of the Company. This data should be read in
conjunction with the consolidated financial statements and related notes
incorporated by reference in this Registration Statement.
PRIMEDIA INC. AND SUBSIDIARIES
YEARS ENDED DECEMBER 31,
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
OPERATING DATA:
Sales, net (1) $1,742,293 $1,690,952 $1,716,102 $1,573,573 $1,487,595
Depreciation of property and equipment 82,449 52,920 47,653 42,214 37,334
Amortization of intangible assets, 713,572 128,355 452,149 176,755 146,831
excess of purchase price over net
assets acquired and other(2).
Other (income) charges(3)...... 44,868 41,570 (213,580) (7,216) 138,640
Operating income (loss)........ (677,660) 33,834 54,332 118,157 (20,793)
Provision for the impairment of 106,512 188,526 -- -- --
investments(4)...............
Interest expense............... 145,960 143,988 164,909 144,442 136,625
Income tax benefit (expense)(5) (135,000) (41,200) (6,500) -- 1,685
Loss before extraordinary charge (1,111,641) (346,826) (120,113) (37,736) (157,439)
Extraordinary charge-extinguishment of -- -- -- -- (15,401)
debt(6)......................
Net loss....................... (1,111,641) (346,826) (120,113) (37,736) (172,840)
Preferred stock dividends and related 62,236 53,063 53,062 63,285 65,073
accretion(7).................
Loss applicable to common shareholders (1,173,877) (399,889) (173,175) (101,021) (237,913)
Basic and diluted loss applicable to
common shareholders per common
share(8):
Loss before extraordinary charge $(5.42) $(2.48) $(1.19) $(.71) $(1.72)
======= ======= ======= ====== =======
Net loss..................... $(5.42) $(2.48) $(1.19) $(.71) $(1.84)
======= ======= ======= ====== =======
Basic and diluted common shares 216,531,500 161,104,053 145,418,441 142,529,024 129,304,900
outstanding(8)...............
6
OTHER DATA:
EBITDA(1)(9)...................... $171,766 $256,679 $340,554 $329,910 $302,012
Additions to property, equipment and 60,740 77,579 69,488 55,238 31,108
other, net...................
Net cash provided by (used in) (101,348) 52,546 107,298 140,804 125,360
operating activities.........
Net cash provided by (used in) (407,057) (54,644) 186,081 (609,621) (185,725)
investing activities.........
Net cash provided by (used in) 518,303 (2,873) (289,256) 470,377 46,688
financing activities.........
AT DECEMBER 31,
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents...... $33,588 $23,690 $28,661 $24,538 $22,978
Working capital deficiency(10).. (220,259) (346,447) (200,458) (234,045) (146,245)
Other intangible assets and excess of 3,853,495 2,854,492 3,024,955 3,171,598 2,508,650
purchase price over net assets
acquired, gross..............
Less: accumulated amortization 1,823,768 1,206,900 1,189,599 914,854 736,597
--------- --------- --------- ------- -------
Other intangible assets and excess of 2,029,727 1,647,592 1,835,356 2,256,744 1,772,053
purchase price over net assets
acquired, net................
Total assets................... 2,732,007 2,677,479 2,714,552 3,041,074 2,485,990
Long-term debt(11)............. 1,945,631 1,503,188 1,732,896 1,956,997 1,682,224
Exchangeable preferred stock... 562,957 561,324 559,689 557,841 470,280
Total shareholders' deficiency. (480,592) (236,026) (144,238) (83,703) (162,223)
(See notes on the following page)
7
NOTES TO SELECTED FINANCIAL DATA
(1) During the first quarter of 2002, the Company completed the sale of the
Modern Bride Group ("MBG"), which includes MODERN BRIDE plus 16 regional
bridal magazines. Sales, net include sales of MGB of $47,032, $48,941 and
$44,113 during 2001, 2000 and 1999, respectively. EBITDA includes EBITDA of
MBG of $6,504, $6,465 and $5,312 during 2001, 2000 and 1999, respectively.
During the second quarter of 2002, the Company completed the sale of its
ExitInfo business ("ExitInfo"). The Company acquired ExitInfo in December
2000. Sales, net and EBITDA during 2001 include sales and EBITDA from
ExitInfo of $14,910 and $(347), respectively.
The above table has not been adjusted to reflect these amounts as
discontinued operations.
(2) Includes a provision for the impairment of long-lived assets, primarily
excess of purchase price over net assets acquired, of $444,699 and $275,788
for the years ended December 31, 2001 and 1999, respectively.
(3) Represents non-cash compensation and non-recurring charges of $58,181 and
$35,210 for the years ended December 31, 2001 and 2000, respectively, a
provision for severance, closures and restructuring related costs of
$43,920, $20,798 and $22,000 for the years ended December 31, 2001, 2000
and 1999, respectively, (gain) loss on the sales of businesses and other,
net of $(57,233), $(14,438), $(235,580), $(7,216), and $138,640 for the
years ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively.
(4) Represents a provision for the impairment of the Company's investment in
CMGI, Inc. of approximately $7,000 and $155,500 for the years ended
December 31, 2001 and 2000, respectively, the Company's investment in
Liberty Digital of approximately $700 and $21,900 for the years ended
December 31, 2001 and 2000, respectively, the Company's investments in
various assets-for-equity transactions of $81,600 for the year ended
December 31, 2001 and various other PRIMEDIA investments of approximately
$17,200 and $11,200 for the years ended December 31, 2001 and 2000,
respectively.
(5) During 2001 and 2000, the Company increased its valuation allowance due to
continued historical operating losses and the impairment of long-lived
assets, primarily excess of purchase price over net assets acquired, and
investments, resulting in a provision for income taxes of $135,000 and
$41,200, respectively. At December 31, 1999, 1998 and 1997, the Company's
management determined that no adjustment to net deferred income tax assets
was required. In prior years, management determined that a portion of the
net deferred income tax assets would likely be realized and accordingly,
for the year ended December 31, 1997, the Company recorded an income tax
benefit relating to a carryback claim of $1,685. In 1999, the Company
recorded income tax expense of $6,500 related to a provision for current
state and local taxes incurred as a result of the gain on the sale of the
Supplemental Education Group. At December 31, 2001, the Company had
aggregate net operating and capital loss carryforwards of approximately
$1,549,600 which will be available to reduce future taxable income.
(6) Represents the write-off of unamortized deferred financing costs and the
premiums paid on the redemptions of the 10 5/8% Senior Notes.
(7) Includes the premiums paid on the redemptions of the $11.625 Series B
Exchangeable Preferred Stock and the $2.875 Senior Exchangeable Preferred
Stock in 1998 and 1997, respectively. In 1997, the Company recorded a
preferred stock dividend accrual in the amount of $9,517. Of the total
dividend accrual recorded in 1997, the amounts that relate to prior periods
were not material.
(8) Basic and diluted loss per common share, as well as the basic and diluted
common shares outstanding, were computed as described in Note 15 of the
notes to the consolidated financial statements in the Annual Report on Form
10-K for the fiscal year ended December 31, 2001, incorporated by reference
in this Registration Statement.
(9) Represents earnings before interest, taxes, depreciation, amortization and
other (income) and charges including non-cash compensation and
non-recurring charges of $58,181 and $35,210 for the years ended December
31, 2001 and 2000, respectively, a provision for severance, closures and
restructuring related costs of $43,920, $20,798 and $22,000 for the years
ended December 31, 2001, 2000 and 1999, respectively, and (gain) loss on
the sales of businesses and other, net of $(57,233), $(14,438), $(235,580),
$(7,216), and $138,640 for the years ended December 31, 2001, 2000, 1999,
1998 and 1997, respectively and for the year ended December 31, 2001,
EBITDA excludes $8,537 of other integration costs included in general and
administrative expenses. The $8,537 of other integration costs principally
8
represent internal personnel costs associated with the consolidation of
certain company-wide functions as well as fees paid to consultants related
to the centralization of certain support functions and the implementation
of certain standardized technology. EBITDA is not intended to represent
cash flow from operating activities and should not be considered as an
alternative to net income (loss) (as determined in conformity with
generally accepted accounting principles) as an indicator of the Company's
operating performance or to cash flows as a measure of liquidity. The
Company believes EBITDA is a standard measure commonly reported and widely
used by analysts, investors and other interested parties in the media
industry. Accordingly, this information has been disclosed herein to permit
a more complete comparative analysis of the Company's operating performance
relative to other companies in its industry. EBITDA should not be
considered in isolation or as a substitute for other measures of financial
performance or liquidity. The primary difference between EBITDA and cash
flows provided by operating activities relates to changes in working
capital requirements and payments made for interest and income taxes.
Additionally, EBITDA is not available for the Company's discretionary use
as there are legal requirements to pay preferred stock dividends and repay
debt, among other payments. EBITDA as presented may not be comparable to
similarly titled measures reported by other companies, since not all
companies necessarily calculate EBITDA in identical manners, and therefore,
is not necessarily an accurate measure of comparison between companies.
(10) Includes current maturities of long-term debt and net assets held for sale,
where applicable. Consolidated working capital reflects certain industry
working capital practices and accounting principles, including the
expensing of certain editorial and product development costs when incurred
and the recording of deferred revenue from subscriptions as a current
liability. Advertising costs are expensed when the promotional activities
occur except for certain direct-response advertising costs which are
capitalized and amortized over the estimated period of future benefit.
(11) Excludes current maturities of long-term debt.
9
PRO FORMA FINANCIAL INFORMATION
The following table provides pro forma results for the years ended December
31, 2001, 2000 and 1999, as if the non-amortization provisions of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets,"
which the Company adopted on January 1, 2002, had been applied. As required by
the SFAS 142, the Company reviewed its intangible assets (primarily trademarks)
for impairment as of January 1, 2002. As a result, the Company recorded a
cumulative effect of a change in accounting principle of approximately $21,500
($0.09 per share) during the first quarter of 2002. During the second quarter of
2002, the Company is conducting its preliminary review of goodwill for
impairment which could increase the cumulative effect of a change in accounting
principle, which will be recorded during the third quarter of 2002.
For the years ended December 31,
In thousands, except per share amounts 2001 2000 1999
Reported net loss applicable to common shareholders $ (1,173,877) $ (399,889) $ (173,175)
Adjustments:
Goodwill amortization $ 177,515 $ 34,061 $ 59,358
Trademark amortization 15,010 10,346 8,397
Equity method goodwill amortization 20,273 5,944 -
------------------------------------------
Total adjustments $ 212,798 $ 50,351 $ 67,755
Adjusted net loss $ (961,079) $ (349,538) $ (105,420)
Per share data:
Reported net loss per common share - basic and diluted $ (5.42) $ (2.48) $ (1.19)
Adjustments:
Goodwill amortization per common share - basic and diluted $ 0.82 $ 0.21 $ 0.41
Trademark amortization per common share - basic and diluted 0.07 0.06 0.06
Equity method goodwill amortization per common share - 0.09 0.04 -
basic and diluted
------------------------------------------
Total adjustments per common share - basic and diluted $ 0.98 $ 0.31 $ 0.47
Adjusted net loss applicable to common shareholders per $ (4.44) $ (2.17) $ (0.72)
common share - basic and diluted
10
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 30th day of
July, 2002.
PRIMEDIA INC.
By: /S/ BEVERLY C. CHELL
--------------------------------
Beverly C. Chell
Vice Chairman and Secretary
We, the undersigned directors and officers of PRIMEDIA Inc., do hereby
constitute and appoint Beverly C. Chell, Esq. and Christopher Fraser, Esq., or
either of them, our true and lawful attorneys and agents, to do any and all acts
and things in our name and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act and any rules, regulations and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney has been signed by the following
persons in the capacities set forth below on July 30, 2002.
SIGNATURE CAPACITY
--------- --------
/S/ THOMAS S. ROGERS Chairman, Chief Executive
-------------------------------------------- Officer and Director
(Thomas S. Rogers)
/S/ CHARLES G. MCCURDY President and Director
--------------------------------------------
(Charles G. McCurdy)
/S/ BEVERLY C. CHELL Vice Chairman, Secretary
-------------------------------------------- and Director
(Beverly C. Chell)
/S/ JOSEPH Y. BAE Director
--------------------------------------------
(Joseph Y. Bae)
11
SIGNATURE CAPACITY
--------- --------
/S/ MEYER FELDBERG Director
--------------------------------------------
(Meyer Feldberg)
/S/ PERRY GOLKIN Director
--------------------------------------------
(Perry Golkin)
/S/ H. JOHN GREENIAUS Director
--------------------------------------------
(H. John Greeniaus)
/S/ HENRY R. KRAVIS Director
--------------------------------------------
(Henry R. Kravis)
/S/ GEORGE R. ROBERTS Director
--------------------------------------------
(George R. Roberts)
/S/ LAWRENCE R. RUTKOWSKI Executive Vice President and
-------------------------------------------- Chief Financial Officer
(Lawrence R. Rutkowski)
/S/ ROBERT SFORZO Senior Vice President
-------------------------------------------- and Controller
(Robert Sforzo)
Pursuant to the requirements of the Securities Act, the administrator of
the PRIMEDIA Thrift and Retirement Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on July 30, 2002.
PRIMEDIA Thrift & Retirement Plan
By: /S/ CHRISTOPHER FRASER
------------------------------------
Christopher Fraser
Member of the PRIMEDIA Retirement
Committee
12
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- -----------
4.1 Certificate of Incorporation of PRIMEDIA Inc. (formerly
K-III Communications Corporation) (incorporated by reference
to K-III Communications Corporation's Registration Statement
on Form S-1, File No. 33-96516, as amended).
4.2 Certificate of Amendment to Certificate of Incorporation of
K-III Communications Corporation (changing name from K-III
Communications Corporation to PRIMEDIA Inc.) (incorporated
by reference to K-III Communications Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997,
File No. 1-11106).
4.3 Amended and Restated By-laws of the Registrant (incorporated
by reference to K-III Communications Corporation's
Registration Statement on Form S-1, File No. 33-96516).
23 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on signature page to the
Registration Statement).
13