<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CMP MEDIA INC.
(Name of Subject Company)
CMP MEDIA INC.
(Name of Person(s) Filing Statement)
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CLASS A COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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125891101
(CUSIP Number of Class of Securities)
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ROBERT D. MARAFIOTI, ESQ.
EXECUTIVE VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
CMP MEDIA INC.
600 COMMUNITY DRIVE
MANHASSET, NEW YORK 11030
(516) 562-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Person(s) Filing Statement)
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COPY TO:
EDWARD J. O'CONNELL, ESQ.
DOW, LOHNES & ALBERTSON, PLLC
1200 NEW HAMPSHIRE AVENUE, N.W.
SUITE 800
WASHINGTON, DC 20036
(202) 776-2639
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission on May 6, 1999, as amended on May 26, 1999, by CMP Media
Inc., a Delaware corporation (the "Company"), with respect to the cash tender
offer by MFW Acquisition Corp., a Delaware corporation ("Merger Sub") and a
wholly-owned subsidiary of MFW Acquisition Holdings Corp., a Delaware
corporation, which is a wholly-owned affiliate of United News & Media plc, an
English public limited company ("United"), to purchase all of the outstanding
shares of the Company's Class A Common Stock, par value $0.01 per share, and the
Company's Class B Common Stock, par value $0.01 per share, at a price of $39.00
per share in cash, net to the seller, upon the terms and subject to the
conditions set forth in the Tender Offer Statement on Schedule 14D-1, dated May
6, 1999 and as amended, and the Offer to Purchase filed as Exhibit (a)(1)
thereto. Capitalized terms used and not defined herein have the meanings
assigned thereto in the Schedule 14D-9.
ITEM 8. THE SOLICITATION OR RECOMMENDATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
On June 3, 1999, the Company, Miller Freeman Worldwide plc, Merger Sub and
United entered into a letter agreement which effects an immaterial amendment to
the Agreement and Plan of Merger filed on May 6, 1999 as Exhibit 1 hereto. The
agreement is attached hereto as Exhibit 11 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
11 Letter Agreement, as of dated June 3, 1999, by and among United News &
Media plc, Miller Freeman Worldwide plc, MFW Acquisition Corp. and CMP
Media Inc.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Amendment No. 2
is true, complete and correct.
Dated: June 4, 1999
CMP MEDIA INC.
By: /s/ MICHAEL S. LEEDS
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Michael S. Leeds
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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UNITED NEWS & MEDIA PLC
MILLER FREEMAN WORLDWIDE PLC
MFW ACQUISITION CORP.
Ludgate House
245 Blackfriars Road
London SE1 9UY
June 3, 1999
CMP Media Inc.
600 Community Drive
Manhasset, New York 11030
Dear Sirs:
The Agreement and Plan of Merger dated as of April 28, 1999
(the "Agreement") by and among United News & Media plc ("United"), Miller
Freeman Worldwide plc ("Parent"), MFW Acquisition Corp. ("Merger Sub") and CMP
Media Inc. (the "Company") states, in Section 9.3, that Parent is to cause
certain funds to be set aside in an escrow. This letter sets forth our mutual
agreement that, instead of the escrow arrangement contemplated by Section 9.3,
Parent will cause certain payments to be made directly to the Company. (All
capitalized terms not otherwise defined in this letter have the respective
meanings set forth in the Agreement.)
Accordingly, Section 9.3 of the Agreement is hereby amended to
read in its entirety as follows:
9.3 TRANSACTION COSTS. (a) On the day of the
consummation of the Offer, Parent shall cause a wire transfer
to the account of the Company, in same day funds, of fifty
nine million dollars ($59,000,000). Merger Sub will cause and
authorize the Company to use such funds to pay (i) the fees
and costs of all financial and accounting advisors retained by
the Company in connection with the negotiation and/or
consummation of the Offer and the Merger, (ii) all amounts due
to holders of Options and to employees participating in the
ESPP pursuant to Section 3.1(d) hereof, (iii) all amounts due
to Company Employees and former employees of the Company under
the Company's 1988 Equity Appreciation Plan and (iv) all
amounts due to Company Employees under the Company's 1998
Annual Incentive Compensation Plan. Any such funds not
required for such
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payments shall be returned to Parent. The Company hereby
represents that a true and complete estimate of such fees,
costs and amounts is attached hereto as Exhibit A, and that
the total amount of such fees, costs and amounts will not
exceed eighty three million nine hundred nineteen thousand
dollars ($83,919,000).
(b) Prior to the date on which any amounts set forth
on Exhbit B, including any retention bonuses and
transaction-based bonuses associated with the Merger, are
contractually payable by the Company to Company Employees, to
former employees of the Company or to governmental
authorities, Parent shall cause a wire transfer to the Company
of the amount payable; provided, however, that in no event
shall the total amount of all transfers under this Section
9.3(b) exceed thirty five million one hundred nineteen
thousand dollars ($35,119,000). The Company hereby represents
that a true and complete estimate of such bonuses and benefits
is attached hereto as Exhibit B, and that the total amount of
such bonuses and benefits will not exceed thirty five million
one hundred nineteen thousand dollars ($35,119,000).
(c) Each Company Employee, former employee or advisor
referenced in Section 9.3(a) or Section 9.3(b) is intended to
be a third party beneficiary of the covenants set forth in
this Section 9.3 and of the guaranty of United set forth in
Section 6.9 to the extent that such guaranty relates to this
Section 9.3.
[The remainder of this page has been left blank intentionally.]
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Please indicate your acceptance of, and agreement with, the
foregoing by signing and returning one copy of this letter.
UNITED NEWS & MEDIA PLC
By: /s/ C. R. Stern
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Name: C. R. Stern
Title: Finance Director
MILLER FREEMAN WORLDWIDE PLC
By: /s/ A.M. Tillin
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Name: A. M. Tillin
Title: Chief Executive Officer
MFW ACQUISITION CORP.
By: /s/ Donald Pazour
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Name: Donald Pazour
Title: Chief Executive Officer
ACCEPTED AND AGREED:
CMP MEDIA INC.
By: /s/ Michael S. Leeds
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Name: Michael S. Leeds
Title: President and CEO
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EXHIBIT A
<TABLE>
<CAPTION>
$(000'S)
<S> <C>
Payments to stock option holders $45,964
Payments to employees participating in the ESPP 666
Payments to employees and former employees under the 1988 Equity 13,228
Appreciation Plan
1998 Annual Incentive Compensation Plan bonuses 2,482
Estimated employer payroll taxes on above payments 1,425
Lazard fees and expenses 19,416
Accounting and tax fees 488
Other 250
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$83,919
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</TABLE>
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EXHIBIT B
<TABLE>
<CAPTION>
$(000'S)
<S> <C>
Executive retention and transaction bonuses $17,274
Other retention and transaction bonuses 5,645
Estimated gross up payments 11,000
Estimated employer payroll taxes on above payments 1,200
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$35,119
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</TABLE>
