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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CMP MEDIA INC.
(NAME OF ISSUER)
CLASS A COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
125891101
(CUSIP NUMBER OF CLASS OF SECURITIES)
ANNE W. GURNSEY, ESQ.
UNITED NEWS & MEDIA INC.
32 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY 10003
(212) 358-6750
------------------------
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)
APRIL 28, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See sec.240.13d-7(b) for
other parties to whom copies are to be sent.
* 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 subject 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, as amended (the "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).
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CUSIP NO.: 125891101
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(1) NAMES OF REPORTING PERSONS: MFW ACQUISITION CORP.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: NOT AVAILABLE
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(A) / /
(B) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F)
/ /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
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(7) Sole voting power
--------------------------------------------------
Number of Shares (8) Shared voting power
beneficially owned 2,248,708*+
by each reporting --------------------------------------------------
person with (9) Sole dispositive power
--------------------------------------------------
(10) Shared dispositive power
2,248,708*+
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,248,708*+
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
/ /
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(13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
15.2%*+
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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CUSIP NO.: 125891101
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(1) NAMES OF REPORTING PERSONS: MFW ACQUISITION HOLDINGS CORP.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: NOT AVAILABLE
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(A) / /
(B) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F)
/ /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
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(7) Sole voting power
--------------------------------------------------
Number of Shares (8) Shared voting power
beneficially owned 2,248,708*+
by each reporting --------------------------------------------------
person with (9) Sole dispositive power
--------------------------------------------------
(10) Shared dispositive power
2,248,708*+
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,248,708*+
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
/ /
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(13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
15.2%*+
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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CUSIP NO.: 125891101
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(1) NAMES OF REPORTING PERSONS: UNITED NEWS & MEDIA PLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: NOT AVAILABLE
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(A) / /
(B) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS):
BK, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F)
/ /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
ENGLAND
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(7) Sole voting power
--------------------------------------------------
Number of Shares (8) Shared voting power
beneficially owned 2,248,708*+
by each reporting --------------------------------------------------
person with (9) Sole dispositive power
--------------------------------------------------
(10) Shared dispositive power
2,248,708*+
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,248,708*+
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
/ /
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(13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
15.2%*+
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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* This Statement on Schedule 13D 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 on May 7, 1999 (collectively, the "Schedule 14D-1"). The
Schedule 14D-1 was filed in connection with the offer by
MFW Acquisition Corp., a Delaware corporation ("Merger Sub") and
wholly-owned subsidiary of MFW Acquisition Holdings Corp., a Delaware
corporation ("Parent"), to purchase all outstanding shares of Class A
Common Stock, par value $.01 per share ("Class A Shares"), of CMP Media
Inc. (the "Company"), at a price of $39.00 per Share, net to the seller
in cash (the "Cash Price"), upon the terms and subject to the conditions
set forth in an Offer to Purchase dated May 6, 1999 (the "Offer to
Purchase"), a copy of which has been filed as Exhibit 2(2) hereto, and
the related Letter of Transmittal. Merger Sub simultaneously is offering
to purchase all outstanding shares of Class B Common Stock, par value
$.01 per share ("Class B Shares" and, collectively with the Class A
Shares, "Shares"), of the Company at the Cash Price, upon the terms and
subject to the conditions set forth in the Offer.
On April 28, 1999, Merger Sub, the Company, Miller Freeman Worldwide plc
and United News & Media plc, an English corporation (United) entered into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which, subject to certain terms and conditions, Merger Sub agreed to
commence the Offer, and, following consummation thereof, to merge with
and into the Company. In connection with the Merger Agreement, Merger Sub
and certain stockholders of the Company beneficially owning in the
aggregate 2,248,708 Class A Shares and 10,152,810 Class B Shares
(representing approximately 15.2% of Class A Shares and approximately
49.8% of the voting power of the Shares, after giving effect to the
conversion of such Class B Shares into Class A Shares, in each case on a
fully diluted basis) entered into a Tender and Voting Agreement dated as
of April 28, 1999 (the "Tender and Voting Agreement"), pursuant to which,
among other things, each such stockholder has agreed to tender all such
Shares pursuant to the Offer and not to withdraw such Shares as long as
the Tender and Voting Agreement remains in effect, and to vote such
Shares in favor of the Merger. Copies of the Merger Agreement and the
Tender and Voting Agreement have been filed as Exhibit 2(b) and Exhibit
2(c), respectively, to this Schedule 13D, and are incorporated herein by
reference.
+ The Class B Shares are not registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.
ITEM 1. SECURITY AND ISSUER.
(a) This Schedule 13D relates to Class A Common Stock, par value $.01 per
share (the "Class A Shares") of CMP Media Inc.
(b) The name of the issuer is CMP Media Inc., a Delaware corporation (the
"Company").
(c) The address of the principal executive offices of the Company are at
600 Community Drive, Manhasset, New York 11030.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by United, Parent and Merger Sub. The
information concerning the name, state or other place of organization, its
principal business and the address of its principal office with respect to
each of United, Parent and Merger Sub are as follows:
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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.
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 BlackFriars
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 the 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.
Except as provided in the Merger Agreement, the Tender and Voting
Agreement and as otherwise described in the 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 the 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 the 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 the 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(g) and (j) The information set forth in "Section 10. Background of
the Offer; Contacts with the Company; Merger Agreement; Tender and Voting
Agreement" and "Section 11. Purpose of the Offer; Plans for the Surviving
Corporation after the Offer and the Merger" of the Offer to Purchase is
incorporated herein by reference.
(h) and (i) The information set forth in "Section 6. Price Range of the
Shares" and "Section 13. Effect of the Offer on Market for Shares; Nasdaq
Listing; Registration under the Exchange Act" of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the Introduction and "Section 10.
Background of the Offer; Contacts with the Company; Merger Agreement; Tender
and Voting Agreement" of the Offer to Purchase and set forth above in Item 2
is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The information set forth in the Introduction and "Section 10. Background
of the Offer; Contacts with the Company; Merger Agreement; Tender and Voting
Agreement" of the Offer to Purchase and set forth above in Item 2 is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1)(a) Letter Agreement dated April 29, 1999 between United and Lloyds
Bank plc United, Miller Freeman WorldWide plc, Merger Sub
(incorporated by reference to Exhibit (b) to the Schedule 14D-1
filed May 6, 1999).
(1)(b) 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.*
(1)(c) Multicurrency Revolving Credit Agreement dated as of May 26, 1999
among United, United Finance Limited and Lloyds as facility agent.*
(2)(a) Offer to Purchase dated May 6, 1999 (incorporated by reference to
Exhibit (a)(1) to the Schedule 14D-1 filed May 6, 1999).
(2)(b) Agreement and Plan of Merger dated as of April 28, 1999, among
United, Miller Freeman WorldWide plc, Merger Sub and the Company
(incorporated by reference to Exhibit (c)(1) to the Schedule 14D-1
filed May 6, 1999).
(2)(c) Tender and Voting Agreement dated as of April 28, 1999, among
Merger Sub and certain stockholders of the Company
(incorporated by reference to Exhibit (c)(2) to the Schedule 14D-1
filed May 6, 1999).
(3) See Exhibit (2)(a).
* To be filed by amendment.
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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, complete and
correct.
May 26, 1999
UNITED NEWS & MEDIA PLC
By: /s/ Charles Stern
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Name: Charles Stern
Title: Finance Director
MFW ACQUISITION CORP.
By: /s/ Donald Pazour
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Name: Donald Pazour
Title: CHIEF EXECUTIVE OFFICER
MFW ACQUISITION HOLDINGS CORP.
By: /s/ Donald Pazour
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Name: Donald Pazour
Title: CHIEF EXECUTIVE OFFICER
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EXHIBIT
NO. DOCUMENT
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(1)(a) Letter Agreement dated April 29, 1999 between United and Lloyds
Bank plc United, Miller Freeman WorldWide plc, Merger Sub
(incorporated by reference to Exhibit (b) to the Schedule 14D-1
filed May 6, 1999).
(1)(b) 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.*
(1)(c) Multicurrency Revolving Credit Agreement dated as of May 26, 1999
among United, United Finance Limited and Lloyds as facility agent.*
(2)(a) Offer to Purchase dated May 6, 1999 (incorporated by reference to
Exhibit (a)(1) to the Schedule 14D-1 filed May 6, 1999).
(2)(b) Agreement and Plan of Merger dated as of April 28, 1999, among
United, Miller Freeman WorldWide plc, Merger Sub and the Company
(incorporated by reference to Exhibit (c)(1) to the Schedule 14D-1
filed May 6, 1999).
(2)(c) Tender and Voting Agreement dated as of April 28, 1999, among
Merger Sub and certain stockholders of the Company
(incorporated by reference to Exhibit (c)(2) to the Schedule 14D-1
filed May 6, 1999).
(3) See Exhibit (2)(a).
* To be filed by amendment.
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