<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
----------
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------
CMP MEDIA INC.
(Name of Subject Company)
CMP MEDIA INC.
(Name of Person(s) Filing Statement)
----------
CLASS A COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
----------
125891101
(CUSIP Number of Class of Securities)
----------
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)
----------
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
<PAGE>
This Amendment No. 1 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 by CMP Media
Inc., a Delaware corporation (the "Company"), with respect to the cash tender
offer by MFW Acquisition Corp., a Delaware corporation 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, 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 April 29, 1999, the Company issued a press release which is attached
hereto as Exhibit 9. The information set forth in the press release is
incorporated herein by reference.
On May 21, 1999, the Company issued a press release which is attached
hereto as Exhibit 10. The information set forth in the press release is
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:
9 Press Release issued jointly by United News & Media plc and CMP Media
Inc. on April 29, 1999.
10 Press Release issued by CMP Media Inc. on May 21, 1999.
<PAGE>
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. 1
is true, complete and correct.
Dated: May 26, 1999
CMP MEDIA INC.
By: /s/ MICHAEL S. LEEDS
---------------------------
Michael S. Leeds
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<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.
<PAGE>
Exhibit 10
May 21, 1999
CMP MEDIA'S EMPLOYEES TO SHARE $50 MILLION ON COMPLETION OF ACQUISITION BY
MILLER FREEMAN
Manhasset, NY--CMP Media Inc. (Nasdaq: CMPX), one of whose founding principles
is "to be a great place to work," will be generating bonus checks to the tune of
$50 million, delivering on the founding family's promise to share the proceeds
of CMP's sale to Miller Freeman with the people who have helped build the
company.
"CMP's success has been built on the creativity, resourcefulness, hard work and
loyalty of our people," said President and CEO Michael S. Leeds. "My family
wanted our people to share in that success in a very meaningful way, and we're
delighted to be in a position to provide this bonus to what we believe is the
best work force anywhere."
The bonus distribution, even more generous than the gift shares of CMP stock
given to each employee at the time of the company's IPO in July 1997, will be
based on years of service with the company and compensation.
CMP people will receive $4,000 for each full year they've been with CMP plus 20
percent of their 1998 compensation. That will result in an average bonus of more
than $25,000 a person. Those who have been with the company for 20 years or more
will receive a minimum of $100,000.
The sale of CMP to Miller Freeman, Inc., a subsidiary of the UK-based media
giant United News & Media plc (Nasdaq: UNEWY), for $920 million, or $39 a share,
was announced on April 29, 1999. The deal is expected to close early in June.
Founded 28 years ago by Gerard and Lilo Leeds, CMP is headquartered here and has
1,775 employees in 21 branches around the world.
