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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.-------------)*
Petersen Companies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
71633510
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
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-------------------------------- ----------------------------
96808B107 SCHEDULE 13G Pages 2 of 10 Pages
CUSIP No. --------------------- ----- ------
-------------------------------- -------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Equity Associates, L.P.
13-33771826
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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5 SOLE VOTING POWER
NUMBER OF 1,236,400
SHARES 6 SHARED VOTING POWER
BENEFICIALLY Not applicable.
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 1,236,400
REPORTING 8 Shared Dispositive Power
PERSON Not applicable.
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,236,400
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 11 Pages
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SCHEDULE 13G
Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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Item 1.
(a) Name of Issuer:
---------------
Petersen Companies, Inc.
(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
1645 Broadway
Boulder, Colorado 80302
Item 2.
(a) Name of Person Filing:
---------------------
Chase Equity Associates, L.P.
Supplemental information relating to the ownership and control
of the person filing this statement is included in Exhibit 2(a)
attached hereto.
(b) Address of Principal Business Office or, if none, Residence:
------------------------------------------------------------
380 Madison Avenue, 12th Floor
New York, New York 10017
(c) Citizenship:
------------
See Row 4 on cover page.
(d) Title of Class of Securities (of Issuer):
-----------------------------------------
Common Stock
(e) CUSIP Number:
-------------
See top of cover page.
Item 3. If this statement is filed pursuant to Rule 13d-1(b)
or 13d-2(b), check whether the person filing is a: Not applicable.
Item 4. Ownership
Chase Equity Associates, L.P., a California limited partnership
("CEA"), is the record owner of 1,236,400 shares of Class A Voting
Common Stock of the Issuer as of December 31, 1997. In addition, CEA is
a party to a Securityholders Agreement, dated as of September 30, 1996,
as amended by Amendment No. 1 to Securityholders Agreement, dated as of
September 30, 1997 (the "Securityholders Agreement") among the
signatories thereto and the Issuer (CEA and such other stockholders
being collectively referred to as the "Investors"). Pursuant to the
Securityholders Agreement, CEA agrees to give a voting proxy on its
shares to certain other Investors who may be deemed to be in control of
the Issuer. The Securityholders Agreement is hereby incorporated by
reference to Exhibit 10.7 to Petersen Publishing Company's Registration
Statement on Form S-4 (Registration No. 333-18017) and Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1997.
Page 3 of 10 Pages
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SCHEDULE 13G
Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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As a result of the Securityholders Agreement, CEA and some or all of
the Investors may be deemed to constitute a "group". A group
consisting of such persons may be deemed to beneficially own all
shares of Class A Voting Common Stock beneficially owned by each of
the Investors constituting such a group. The reporting person does not
affirm the existence of such a group and disclaims beneficial
ownership of shares of Common Stock beneficially owned by any other
Investor for several reasons, including without limitation, the fact
that the reporting person is subject to Regulation Y of the Federal
Reserve Board and therefore restricted from owning more than 4.9%
of the voting securities of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 4 of 10 Pages
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SCHEDULE 13G
Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 17, 1998 CHASE EQUITY ASSOCIATES, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Jeffrey C. Walker
----------------------
Name: Jeffrey C. Walker
Title: Managing General Partner
Page 5 of 10 Pages
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SCHEDULE 13G
Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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EXHIBIT 2(a)
This statement is being filed by Chase Equity Associates,
L.P., a California limited partnership (hereinafter referred to as "CEA"), whose
principal business office is located at 380 Madison Avenue, 12th Floor, New
York, New York 10017. The general partner of CEA is Chase Capital Partners, a
New York general partnership ("CCP"), whose principal business office is located
at the same address as CEA.
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen, whose
principal occupation is general partner of CCP and whose principal business
office address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
John R. Baron
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M. B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Soghikian's principal business office address is
c/o Chase Capital Partners, 125 London Wall, London EC2Y5AJ, England.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited
partnership ("Principals") and CCP European Principals, L.P., a Delaware limited
partnership ("European Principals"), each of whose principal business office is
located at the same address as CVCA. Chase Capital is a wholly-owned subsidiary
of The Chase Manhattan Corporation, a Delaware corporation. The general partner
of each of Principals and European Principals is Chase Capital. Set forth in
Schedule A hereto and incorporated herein by reference are the names, business
addresses and principal occupations or employments of each executive officer and
director of Chase Capital, each of whom is a U.S. citizen.
The Chase Manhattan Corporation ("Chase") is a Delaware
corporation engaged (primarily through subsidiaries) in the commercial banking
business with its principal office located at 270 Park Avenue, New York, New
York 10017. Set forth in Schedule B hereto and incorporated herein by reference
are the names, business addresses, principal occupations and employments of each
executive officer and director of Chase, each of whom is a U.S. Citizen.
Page 6 of 10 Pages
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SCHEDULE 13G
Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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SCHEDULE A
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CHASE CAPITAL CORPORATION
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Executive Officers
------------------
Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President George E. Kelts**
Assistant Secretary Robert C. Carroll*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
* Principal occupation is employee and/or officer of Chase. Business address is
c/o The Chase Manhattan Corporation, 270 Park Avenue, New York,
New York 10017.
** Principal occupation is employee of Chase and/or general partner of CCP.
Business address is c/o Chase Capital Partners, 380 Madison Avenue,
12th Floor, New York, NY 10017.
Page 7 of 10 Pages
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SCHEDULE 13G
Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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SCHEDULE B
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THE CHASE MANHATTAN CORPORATION
-------------------------------
Executive Officers*
Walter V. Shipley, Chairman
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Senior Executive Vice President
Marc Shapiro, Senior Executive Vice President
Joseph G. Sponholz, Senior Executive Vice President
Directors**
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Principal Occupation or Employment;
Name Business or Residence Address
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Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. S2nd Avenue
Miami, FL 33166
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a U.S.
citizen.
** Each of the persons named below is a citizen of the United States of America.
Page 8 of 10 Pages
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SCHEDULE 13G
Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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Principal Occupation or Employment;
Name Business or Residence Address
----- -------------------------------
H. Laurance Fuller Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Chairman of the Board and Chief Executive Officer
The Reader's Digest Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Reader's Digest Road
Pleasantville, NY 10570
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Retired Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labrecque President
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Henry B. Schacht Retired Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Page 9 of 10 Pages
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Issuer: Petersen Companies, Inc. CUSIP Number: 71633510
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Principal Occupation or Employment;
Name Business or Residence Address
----- -------------------------------
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
