<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 4
TO
SCHEDULE 13D
UNDER THE SECURITIES 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)
(Final Amendment)
<PAGE>
June 4, 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, Amendment No. 2 thereto filed
on May 26, 1999 (filed separately for the Schedule 14D-1 and the Schedule
13D) and Amendment No. 3 thereto filed on May 28, 1999 (as so amended, the
"Schedule 14D-1"), by MFW Acquisition Holdings Corp., a Delaware corporation,
MFW Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Parent and United News & Media plc, an English corporation in connection
with the offer to purchase all the outstanding shares of Class A Common
Stock, par value $.01 per share, and all the outstanding shares of Class B
Common Stock, par value $.01 per share, of CMP Media Inc., a Delaware
corporation, 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. Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and 10(c) of the Schedule are hereby amended and
supplemented by adding the following language thereto:
On June 1, 1999, United was granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with
respect to the Offer.
On June 3, 1999, United, MF Worldwide plc, Merger Sub and the
Company entered into a letter agreement effecting certain immaterial
amendments to the Merger Agreement, a copy which is attached thereto as
exhibit (c)(3) and is incorporated herein by reference.
On June 4, 1999, United issued a press release, a copy of which is
attached thereto as exhibit (a)(13) and is incorporated herein by
reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following exhibits:
(a)(13) Text of Press Release dated June 4, 1999 issued by United.
(c)(3) Letter Agreement Amendment dated June 3, 1999 to the Agreement and
Plan of Merger among United News & Media plc, Miller Freeman Worldwide plc,
MFW Acquisition Corp. and CMP Media Inc.
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.
June 4, 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
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<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..................................................................
*(a)(12) Transcript of May 5, 1999 press briefing as posted on the website
of Miller Freeman Inc..............................................................
(a)(13) Text of Press Release dated June 4, 1999, issued by United.........................
*(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.........................................
(c)(3) Letter Agreement Amendment dated June 3, 1999 to the Agreement and
Plan of Merger among United News & Media plc, Miller Freeman Worldwide
plc, MFW Acquisition Corp. and CMP Media Inc.
</TABLE>
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* Previously filed.
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Exhibit 99(a)(13)
FOR IMMEDIATE RELEASE 4TH JUNE 1999
TO ALL CITY EDITORS
UNITED NEWS & MEDIA COMPLETES CMP OFFER,
CONFIRMS INTEGRATION AHEAD OF SCHEDULE
London, England (June 4, 1999) - United News & Media plc announced today that
its wholly owned subsidiary, MFW Acquisition Corp., has accepted for payment
shares of common stock of CMP Media Inc. (Nasdaq: CMPX) at $39 per share
pursuant to the tender offer that expired at 12:00 midnight, New York City time,
on June 3, 1999. According to ChaseMellon Shareholder Services, LLC, the
depositary for the tender offer, 12,781,516 shares of Class A Common Stock
(including 67,626 shares that have been guaranteed for delivery) and 10,152,810
shares of Class B Common Stock were validly tendered into the offer and not
withdrawn.
The tendered shares of Class B Common Stock, which are all of such shares
outstanding, automatically converted into Class A Common Shares when they were
accepted. As a result of the tender offer, and such conversion, MFW Acquisition
Corp. will own approximately 99% of the outstanding shares of Class A Common
Stock. United anticipates prompt consummation of a merger of MFW Acquisition
Corp. with and into CMP Media Inc., whereby CMP Media Inc. will become a wholly
owned subsidiary of United News & Media plc.
The integration of the two companies is off to a good start. Miller Freeman and
CMP Media have built leading complementary positions in many high-growth
technology markets which make an excellent foundation for future growth and
development. Together CMP Media and Miller Freeman are one of the world's
largest business-to-business media companies. CMP's leading broad-based
positions in the electronics, channel, and business technology sectors
complement Miller Freeman's niche positions in these markets, and CMP's strong
brands and large circulation bases provide an excellent platform for the
application of Miller Freeman's expertise as the world's largest producer of
trade shows and conferences. The combination of Miller Freeman's niche online
positions and CMP's leadership in business-to-business Internet traffic will
combine to provide both breadth and depth of content and market reach.
For further enquiries;
Ricardo Tejada United News & Media plc 0171 921 5031
Richard Saunders Cardew & Co 0171 930 0777
<PAGE>
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
<PAGE>
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.]
<PAGE>
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
--------------------------------
Name: C. R. Stern
Title: Finance Director
MILLER FREEMAN WORLDWIDE PLC
By: /s/ A.M. Tillin
---------------------------------
Name: A. M. Tillin
Title: Chief Executive Officer
MFW ACQUISITION CORP.
By: /s/ Donald Pazour
----------------------------------
Name: Donald Pazour
Title: Chief Executive Officer
ACCEPTED AND AGREED:
CMP MEDIA INC.
By: /s/ Michael S. Leeds
---------------------------------
Name: Michael S. Leeds
Title: President and CEO
<PAGE>
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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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>
