<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
CMP MEDIA INC.
(NAME AND SUBJECT COMPANY)
MFW ACQUISITION CORP.
MFW ACQUISITION HOLDINGS CORP.
UNITED NEWS & MEDIA PLC
(BIDDERS)
------------------------
CLASS A COMMON STOCK, $.01 PAR VALUE
(TITLE AND CLASS OF SECURITIES)
125891101
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
ANNE W. GURNSEY, ESQ.
UNITED NEWS & MEDIA
32 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY 10003
(212) 358-6570
------------------------
COPY TO:
JAMES E. ABBOTT, ESQ.
CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NY 10005
(212) 732-3200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
<PAGE>
May 26, 1999
This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D originally filed
with the Securities and Exchange Commission on May 6, 1999, as amended by
Amendment No. 1 thereto filed on May 7, 1999, (collectively, the "Schedule
14D-1"), by MFW Acquisition Holdings Corp., a Delaware corporation
("Parent"), and MFW Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub") in connection with the offer
to purchase all the outstanding shares of Class A Common Stock, par value
$.01 per share (the "Class A Shares"), and all the outstanding shares of
Class B Common Stock, par value $.01 per share (the "Class B Shares" and,
together with the Class A Shares, the "Shares"), of CMP Media Inc., a
Delaware corporation (the "Company"), at $39.00 per share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated May 6, 1999 and in the related Letter of Transmittal (the
"Offer").
As set forth below, Merger Sub, Parent and United News & Media plc,
an English corporation and the indirect corporate parent of Merger Sub and
Parent ("United"), are amending the Schedule 14-1 to (i) name United as an
additional bidder, (ii) amend the description therein of the conditions to
payment for Shares tendered and accepted, (iii) disclose certain developments
regarding financing of the Offer and regarding applications for required
governmental approvals and (iv) make certain related and miscellaneous
disclosures.
Item 2. Identity and Background
(a)-(d), (g) this statement is being filed by Merger Sub,
Parent and United. The information set forth in Section 8 of the Offer to
Purchase is hereby amended and restated as follows:
SECTION 8. CERTAIN INFORMATION CONCERNING UNITED, MERGER SUB AND PARENT.
MERGER SUB AND PARENT. Both Merger Sub and Parent are newly incorporated
Delaware corporations organized in connection with the Offer and the Merger and
have not carried on any activities other than in connection with the Offer and
the Merger. The principal offices of Merger Sub and Parent are located at 32
Union Square East, 5th Floor South, New York, NY 10003, and their telephone
number at that address is (212) 358-6750. Merger Sub is a direct wholly-owned
subsidiary of Parent. Until immediately prior to the time that Merger Sub will
purchase Shares pursuant to the Offer, it is anticipated that neither Merger Sub
nor Parent will have any significant assets or liabilities or engage in
activities other than those incident to its formation and capitalization and the
transactions contemplated by the Offer and the Merger. Because Merger Sub and
Parent are newly formed and have minimal assets and capitalization, no
meaningful financial information regarding Merger Sub and Parent is available.
<PAGE>
UNITED. Parent, Merger Sub and MF Worldwide are wholly-owned indirect
subsidiaries of United, an English public limited company, a leading trade
exhibition organizer, business magazine and advertising periodical publisher
and corporate news distributor. Within the United Kingdom, United also is a
leading national newspaper publisher and has significant broadcasting
operations. The principal offices of United are located at 245 Black Friars
Road, London SE 1 9UY and its telephone number at that address is
(011-44-171) 921-5000.
The name, current business address, citizenship, and present principal
occupation or employment, and five-year employment history for each of the
directors and executive officers of Merger Sub, Parent and United, and
certain other information, are set forth on Schedule I to the Offer to
Purchase.
United is subject to certain limited informational filing requirements of
the Exchange Act as a foreign private issuer, and in accordance therewith is
obligated to file periodic reports and other information with the SEC relating
to its business, financial statements and other matters. Such reports and other
information filed by United are available for inspection and copying at the
public reference facilities of the SEC in the same places and in the same manner
as set forth with respect to the Company in Section 7, except that such
documents are not available on the SEC's Web site.
For the year ended December 31, 1998, United had revenues of
approximately $3.7 billion and profit after tax of approximately $530.9
million. United's stockholders' equity at December 31, 1998 was approximately
$1,426.1 million with approximately $193.4 million of cash and cash
equivalents.
United's consolidated balance sheet and the related consolidated profit and
loss account and consolidated cash flow statement for the three years ended
December 31, 1997, 1996 and 1995 contained in Part IV, Item 19 of United's
Annual Report on Form 20-F for the year ended December 31, 1997 filed with the
SEC (the "Annual Report") are hereby incorporated by reference. A copy of the
Annual Report may be obtained (i) by writing to United at Ludgate House, 245
Blackfriars Road, London SE1 9UY, United Kingdom, attention: Corporate Secretary
or (ii) upon payment of the SEC's customary fees, by writing to its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Additionally, the Annual Report may be inspected at the SEC's offices.
Except as provided in the Merger Agreement, the Tender and Voting
Agreement and as otherwise described in the Offer to Purchase, (i) none of
United, Merger Sub, Parent nor, to the knowledge of United, Merger Sub and
Parent, any of the persons listed in Schedule I to this Offer to Purchase, or
any associate or majority-owned subsidiary of United, Merger Sub, Parent or
any of the persons so listed beneficially owns or has any right to acquire,
directly or indirectly, any Shares or has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of such securities, joint ventures, loan or option arrangements, puts
or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies and (ii) none of United, Merger Sub, Parent nor, to
the knowledge of United, Merger Sub and Parent, any of the persons or
entities referred to above nor any director, executive officer or subsidiary
of any of the foregoing has effected any transactions in any Shares during
the past 60 days.
<PAGE>
Except as provided in the Merger Agreement, the Tender and Voting
Agreement and as otherwise described in this Offer to Purchase, since July
25, 1997, the date of the initial public offering of the Class A Shares, none
of United, Merger Sub, Parent nor to the knowledge of United, Merger Sub and
Parent, any of the persons listed in Schedule I to this Offer to Purchase,
has had any transactions with the Company or any of its executive officers,
directors or affiliates that is required to be reported under the rules and
regulations of the SEC applicable to the Offer. Except as provided in the
Merger Agreement, the Tender and Voting Agreement and as otherwise outlined
in this Offer to Purchase, since July 25, 1997, there have been no contacts,
negotiations or transactions between any of United, Merger Sub, Parent, or
any of their subsidiaries or, to the best knowledge of United, Merger Sub and
Parent, any of the persons listed in Schedule I to this Offer to Purchase, on
the one hand, and the Company or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, a tender offer for or
other acquisition of securities of any class of the Company, an election of
directors of the Company, or a sale or other transfer of a material amount of
assets of the Company or any of its subsidiaries.
(e)-(f) During the last five years, neither Merger Sub,
Parent nor United nor, the best of knowledge of Merger Sub, Parent and
United, any of the persons listed on Schedule I to the Offer to Purchase has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
Item 4. Source and Amount of funds or Other Consideration
(a) The information set forth in "Section 9. Financing of
the Offer and the Merger" of the Offer to Purchase is hereby amended and
restated as follows:
<PAGE>
Section 9. Financing the Offer and the Merger
The total amount of funds required by Merger Sub to acquire all of the
outstanding Shares pursuant to the Offer, consummate the Merger and pay fees
and expenses related to the Offer and the Merger is estimated to be
approximately $954 million. Merger Sub will obtain all such funds from United
and its subsidiaries. To provide such funds, United and its subsidiaries will
use a combination of (i) cash on hand, working capital and other
internally-generated funds, (ii) borrowings under an existing credit
facility, for which Lloyds Bank plc ("Lloyds") is the facility agent and
(iii) borrowings under a new credit facilty with Lloyds. The Offer is not
conditioned upon Merger Sub receiving any financing.
The existing credit facility is governed by a Multicurrency Revolving
Credit Agreement dated as of May 12, 1997 among United, Lloyds as facilty
agent, Chase Investment Bank Limited and Lloyds Bank plc Capital Markets (the
"Existing Credit Agreement"). The Existing Credit Agreement provides that
United may borrow up to L1 billion for general corporate purposes. Interest
under the Existing Credit Agreement is equal to LIBOR plus 0.2% per annum.
United must repay all amounts outstanding under the Existing Credit Agreement
by May 12, 2002. As of May 25, 1999, United has approximately L500 million of
available credit under the Existing Credit Agreement.
The new credit facility is governed by a Multicurrency Credit Agreement
dated as of May 26, 1999 among United, United Finance Limited and Lloyds as
facility agent (the "New Credit Agreement") which contemplates that United
(or United Finance Limited, if guaranteed by United) may borrow up to $240
million for general corporate purposes. The interest rate per annum under the
New Credit Agreement will be LIBOR plus a variable margin amount (up to 0.65%
for amounts in excess of $80 million during the last six months of the
facilty). All amounts outstanding under the New Credit Agreement will be
payable not later than May 25, 2000.
United expects to repay its obligations under the New Credit Agreement
from funds generated internally by United and its subsidiaries (including,
after the Merger, funds generated by the Surviving Corporation) and through
other sources which may include the proceeds of future bank financings, the
public or private sale of debt or equity securities or a combination thereof.
No decisions have been made, however, concerning the method United and its
subsidiaries will employ to repay such indebtedness. Such decisions, when
made, will be based on United's review from time to time of the advisability
of particular actions, as well as on prevailing interest rates and financial
and other economic conditions.
The foregoing descriptions of the Existing Credit Agreement and the New
Credit Agreement are qualified in their entirety by reference to the text of
such documents to be filed as Exhibits (b)(2) and (b)(3) to the Schedule
14D-1, and such documents are incorporated herein by reference.
<PAGE>
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in Section 8 of the Offer to
Purchase, amended and restated as set forth above, is hereby incorporated by
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Section 8 of the Offer to Purchase, amended and
restated as set forth above, is hereby incorporated by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth in Section 8 of the Offer to Purchase, amended and
restated as set forth above, is hereby incorporated by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b) and (c) The information set forth in Section 15 of the Offer to Purchase
is hereby supplemented as follows:
On May 17, 1999, United filed a Premerger Notification Form under the
HSR Act with respect ot the purchase of Shares pursuant to the Offer with
the Antitrust Division and the FTC.
On May 21, 1999, United obtained the approval of the Federal Cartel
Office (Bunderkartellamt) of Germany relating to the Offer and the Merger.
(f) Information set forth in the Offer to Purchase is hereby amended as
follows:
(i) The first sentence of Section 2 of the Offer to Purchase is hereby
amended and restated to read, "Upon the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and
conditions of of any such extension or amendment), the purchase of and
payment for Shares validly tendered on or prior to the Expiration Date and
not properly withdrawn as permitted by Section 4 will be made as promptly as
reasonably practicable after the Expiration Date."
(ii) The last sentence of the second paragraph following the Selected
Consolidated Financial Information of CMP Media Inc. is hereby amended and
restated to read, "NONE OF UNITED, MERGER SUB, PARENT NOR ANY OF THEIR
RESPECTIVE
<PAGE>
AFFILIATES ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF THE
FOREGOING PROJECTIONS."
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following exhibits:
(a)(9) Powerpoint presentation, dated April 29, 1999, as posted on the
website of United (www.unm.com).*
(a)(10) Powerpoint presentation, dated May 4, 1999 as posted on the
website of MF Worldwide (www.mfi.com).*
(a)(11) Press Release issued jointly by United News & Media plc and CMP
Media Inc. on April 29, 1999.
(b)(2) MultiCurrency Revolving Credit Agreement dated May 12, 1997 among
United, Lloyds as facility agent, Chase Investment Bank Limited
and Lloyds Bank Plc Capital Markets.*
(b)(3) MultiCurrency Revolving Credit Agreement dated May 26, 1999 among
United, Lloyds as facility agent, and United Finance Limited.*
* To be filed by amendment.
SIGNATURE
After due and reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
commplete and correct.
May 26, 1999
UNITED NEWS & MEDIA PLC
By: /s/ Charles Stern
------------------------------
Name: Charles Stern
Title: Finance Director
MFW ACQUISITION CORP.
By: /s/ DONALD PAZOUR
-----------------------------
Name:Donald Pazour
Title:CHIEF EXECUTIVE OFFICER
MFW ACQUISITION HOLDINGS CORP.
By: /s/ DONALD PAZOUR
----------------------------
Name: Donald Pazour
Title: CHIEF EXECUTIVE OFFICER
<PAGE>
<TABLE>
<CAPTION>
PAGE NO. IN
EXHIBIT SEQUENTIALLY
NO. TITLE NUMBERED SCHEDULE
- --------- ----------------------------------------------------------------------------------- -------------------
<C> <S> <C>
*(a)(1) Offer to Purchase, dated May 6, 1999...............................................
*(a)(2) Letter of Transmittal..............................................................
*(a)(3) Notice of Guaranteed Delivery......................................................
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees...
*(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
to their Clients...................................................................
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9................................................................................
*(a)(7) Press release, dated April 29, 1999................................................
*(a)(8) Summary advertisement dated May 6, 1999............................................
**(a)(9) Powerpoint presentation, dated April 29, 1999, as posted on the
websites of United (www.unm.com)...................................................
**(a)(10) Powerpoint presentation, dated May 4, 1999, as posted on the
website of MF Worldwide, (www.mfi.com).............................................
(a)(11) Press Release issued jointly by United News & Media plc and CMP Media Inc.
on April 29, 1999..................................................................
*(b)(1) Letter Agreement dated April 29, 1999 between Lloyds Bank Plc and United News &
Media plc..........................................................................
**(b)(2) Multicurrency Revolving Credit Agreement, dated as of May 12, 1997 among
United, Lloyds as facility agent, Chase Investment Bank Limited and
Lloyds Bank Plc Capital Markets....................................................
**(b)(3) Multicurrency Revolving Credit Agreement, dated as of May 26, 1999 among
United, Lloyds as facility agent and United Finance Limited........................
*(c)(1) Agreement and Plan of Merger, dated as of April 28, 1999, among United News & Media
plc, Miller Freeman Worldwide plc, MFW Acquisition Corp. and CMP Media Inc.........
*(c)(2) Tender and Voting Agreement dated as of April 28, 1999 among MFW Acquisition Corp.
and certain shareholders of CMP Media, Inc.........................................
</TABLE>
- ------------------------
* Previously filed.
** To be filed by amendment.
<PAGE>
April 29, 1999
UNITED NEWS & MEDIA ACQUIRES CMP MEDIA CREATING A WORLD CLASS BUSINESS TO
BUSINESS HIGH TECH INFORMATION COMPANY
London--United News & Media plc (UNWS.L; NASDAQ: UNEWY) and CMP Media Inc.
(NASDAQ: CMPX) announce the signing of a definitive agreement by which United
will purchase CMP, a leading US technology media company, for $39 per share, a
net total cash consideration of $920 million (after deducting cash on hand of
$27 million).
Members of the Leeds family and related trusts and foundations, holding in
excess of 68 per cent of CMP Media's fully diluted outstanding stock, have
agreed to tender their shares.
The combination of CMP's publishing and Internet assets with the trade show and
publishing businesses of United's wholly owned subsidiary, Miller Freeman, will
transform Miller Freeman into one of the leading market focused business media
groups serving the US and global high tech sector. The acquisition also
represents a major step forward in Miller Freeman's strategy to become a leading
online provider of business-to-business products and services for the technology
market.
The acquisition of CMP:
- - Creates a world-class high tech information business
- - Includes 10 leading high tech publications in the US
- - Includes CMPnet, a major online technology brand
- - Combines the complementary skills of CMP and Miller Freeman
- - Presents significant opportunities for yield improvement and new
product development
- - Provides an outstanding Internet opportunity, with external financing
planned by end of 1999
- - Will be earning per share neutral in 2000, before investment in CMPnet,
and strongly enhancing thereafter.
Following the acquisition all CMP and Miller Freeman high tech products will be
brought under a single CMP brand and management structure.
CMP
CMP has a worldwide network of leading brands and owns many of the most
important names in computing and electronics print publishing including
InformationWeek, Computer Reseller News (CRN) and Electronic Engineering Times
(EET). It also operates 40 leading online sites such as TechWeb under the CMPnet
brand. In addition, CMP has a number of information-rich database, conference,
research and product-testing businesses. In 1998 CMP's revenues were $478
million and EBITDA was $29 million (depreciation and amortization were $13
million). Net assets at 31 December 1998 were $108 million.
<PAGE>
THE US HIGH-TECH SECTOR
The high tech sector in the US is the largest business-to-business market. In
1997 technology represented an estimated $3.5 billion, or 44 per cent of total
business-to-business advertising, roughly equal to the next nine largest sectors
combined. The sector has also outgrown all other business publishing sectors,
achieving an average annual growth rate of 13 per cent from 1984 to 1998. Y2K
and the Asian crisis have temporarily dampened trade advertising growth, but the
fundamentals of the high tech sector--high rates of product innovation and use
of trade media to deliver vital product information--ensure the prospects for
advertising, exhibition and Internet revenues are very attractive.
COMPLEMENTARY PORTFOLIOS
CMP and Miller Freeman have highly complementary skills and market positions.
CMP's main products are market leading newspapers and magazines while Miller
Freeman has expertise in trade shows and leading niche publications. CMP's
leading controlled circulation titles serve advertisers and reach the most
influential readers in the electronics market (EET, Electronic Buyers News), in
the reseller channel (CRN, VARBusiness) and in the end-user market
(InformationWeek, Network Computing, tele.com, Data Communications, InternetWeek
and WINDOWS). Miller Freeman has strong show and magazine positions in
electronics (including Embedded Systems and the recently acquired Verecom
products) and in the fast growing applications for vertical business
communities, such as Computer Telephony. CMP's powerhouse weekly,
InformationWeek, and Miller Freeman's largest show, PC Expo, are a natural
market-focused combination.
MILLER FREEMAN'S PLANS WILL DELIVER SIGNIFICANT PROFIT GROWTH
There is a major opportunity to develop new products and revenue lines from the
exploitation of CMP's and Miller Freeman's combined high tech advertiser and
user databases, the cross-promotion of products, and the use of CMP's `platform'
titles to launch new conferences and shows on a worldwide basis. Miller Freeman
has a successful record of integrating major acquisitions and, in partnership
with strong incumbent management, building new revenue streams. The merger of
support functions, overhead reductions and the elimination of operating losses
are expected to boost profits by $40 million in 2000.
ONLINE STRATEGY
Investment in CMPnet will create the leading operator of online vertical
communities servicing the business-to-business high tech sector. The brands
already include TechWeb (one of the first-ever technology dedicated sites on the
web), the EDTN Network and ChannelWeb (portal sites for the electronics industry
and channel resellers). All these sites have joint ventures or well-established
plans for adding e-commerce revenue streams to their rapidly growing advertising
revenues. Miller Freeman will add its own online web/software development and
computer telephony content and audiences.
<PAGE>
The merged online businesses are expected to achieve revenues of $35 million in
2000, and to grow rapidly thereafter as the investment in e-commerce bears
fruit. United plans to investigate external funding options for the online
business by the end of 1999.
CONDITIONS
The terms of the agreement, which is expected to close in 25 business days, are
subject to certain standard regulatory approvals, including a filing under the
Hart Scott Rodino Antitrust Improvements Act of 1976.
FINANCIAL IMPACT
The acquisition will be funded from United's banking facilities. Through the
combination of improved operating efficiency, loss elimination and yield
improvements, the acquisition is expected to have a neutral impact on United's
earnings per share in 2000, before investment in the online business.
Thereafter, as a result of the expected resumption of growth in the market,
investment in new product launches and growth of the online business, it is
expected to enhance earnings strongly. United intends to raise operating margins
to the 20 per cent achieved in comparable businesses by Miller Freeman. It is
intended to fund future investment in the online business by external financing.
On a pro forma basis, the effect of the acquisition is to increase the
contribution of United's business services division from 43 per cent to 50 per
cent of group revenues in 1998, and the proportion of group operating profits
earned in the US from 39 per cent to 45 per cent.
The estimated transaction and restructuring costs associated with the
acquisition result in an exceptional item in the profit and loss account of $65
million after tax and an additional $65 million goodwill in the group balance
sheet.
Clive Hollick, Chief Executive of United News & Media, said:
"The acquisition of CMP is a major step in United's strategy of establishing
leading positions in fast growing business-to-business markets. CMP provides
Miller Freeman with an ideal platform for the development of new products and
publications in the US. CMPnet, for which we intend to seek external financing
later this year, is well placed to capture the explosive growth in online
advertising and e-commerce."
Tony Tillin, CEO of Miller Freeman, said:
"The Leeds family has over 28 years built some of the most powerful brands in
the technology publishing sector. Miller Freeman and CMP are a terrific
combination. Together with our existing trade shows, publications, web sites and
databases, CMP's strong leading brands will allow us to service all businesses
in this market using the widest rage of media. CMP brings with it a wealth of
talent in its staff, and, like Miller Freeman itself, places enormous value on
the contribution which they make to the successful growth of a world-class media
business."
<PAGE>
Michael Leeds, President and CEO of CMP Media Inc., said:
"I am extremely proud of CMP's growth over more than a quarter of a century. Now
we will benefit from the diverse assets of Miller Freeman as our products and
people contribute to the fulfillment of Miller Freeman's mission to become the
fastest-growing and most respected provider of business-to-business information
and media in North America. This acquisition makes sense from both business and
cultural perspectives. Miller Freeman's strong trade show business and
leadership in vertical markets will enable CMP's customers to reach their
audiences more effectively through a richer and more diverse media mix, and CMP
will immediately position Miller Freeman as a leader in the business-to-business
technology media. I am delighted that CMP is joining another company that, like
us, strives to create a terrific work environment and is a real contributor to
the communities it lives in."
NOTES TO EDITORS
United News & Media is an international media and information group based in the
UK with three main divisions. Its BUSINESS SERVICES division contains Miller
Freeman, the international market research company United Information Group, PR
Newswire, the world's leading distributor of full text news releases, and
leading photo library VCG. Its UK BROADCASTING AND ENTERTAINMENT interests
include ITV licenses Meridian, Anglia and HTV, a 29 percent stake in Channel 5,
and a fast-growing production business. In CONSUMER PUBLISHING it owns Express
Newspapers and advertising publications in the UK, as well as UAP Inc., the
leading publisher and distributor of free pick-up advertising publications in
the US. Further information may be found at HTTP://WWW.UNM.COM.
A wholly owned subsidiary of United News and Media plc, MILLER FREEMAN is the
world's largest trade show organizer and a leading publisher of technical and
industry-specific magazines. With divisions in Asia and Europe as well as the
US, Miller Freeman produces more than 370 exhibitions and conferences and nearly
400 publications including 270 magazines and a growing portfolio of digital
media services. For more information visit the Miller Freeman web site at
HTTP://WWW.UNMF.COM.
CMP MEDIA, INC. is a leading high-tech media company providing essential
information and marketing services to the entire technology spectrum - the
builders, sellers and users of technology worldwide. With its portfolio of
newspapers, magazines, custom publishing, Internet products, research,
consulting and conferences, CMP is uniquely positioned to offer marketers
comprehensive integrated solutions tailored to meet their individual needs.
Online editions of the company's print publications, along with products and
services created exclusively for the Internet, can be found on CMPnet at
HTTP://WWW.CMPNET.COM. NSTL, the company's independent testing lab and
consulting organization, serves government, corporate and technology vendor
clients around the world.
NOTE TO INVESTORS
Some of the statements made in this release constitute forward-looking
statements that involve certain risks and uncertainties. Certain factors may
cause actual results to differ materially from those contained in the
forward-looking statements, including general
<PAGE>
market conditions, particularly changes in demand for technology advertising,
the ability of United to integrate CMP into Miller Freeman, new technological
developments, competition, potential acquisitions and divestitures, and other
risks detailed from time to time in United News & Media plc's reports on file at
the Securities and Exchange Commission.
FURTHER ENQUIRIES
<TABLE>
<S> <C> <C>
CLIVE HOLLICK United News & Media 44 (0)171 921 5000
TONY TILLIN Miller Freeman 44 (0)181 742 2828
PETER BENNFORS (ANALYSTS) United News & Media 44 (0)171 921 5000
RICHARD SAUNDERS (PRESS) Cardew & Co. 44 (0)171 930 0777
BARBARA KERBEL CMP Media (001) 516 562 5218
</TABLE>
Lazard Freres & Co. LLC advised CMP Media Inc.
Allen & Company Incorporated advised United News & Media plc.
