<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ________
Commission File Number 0-22789
CMP Media Inc.
(Exact Name of Registrant as specified in its charter)
Delaware 11-2240940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Community Drive, Manhasset, NY 11030
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (516) 562-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Based on the closing sales price on March 16, 1999, the aggregate market value
of voting stock of the Registrant held by non-affiliates of the Registrant was
approximately $174,835,800 as of such date.
As of March 16, 1999, the Registrant had outstanding 7,038,875 shares of Class A
Common Stock, and 16,043,004 shares of Class B Common Stock.
<PAGE> 2
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to executive officers of the Company is set forth in
Part I, Item 1 under the heading "Executive Officers of the Company" in the
Company's Form 10-K for the year ended December 31, 1998. The directors of the
Company are as follows:
<TABLE>
<CAPTION>
Name Age
------ ------
<S> <C>
Richard W. Anderson............... 61
Kenneth D. Cron................... 42
Daniel H. Leeds................... 43
Gerard G. Leeds................... 76
Lilo J. Leeds..................... 71
Michael S. Leeds.................. 46
Richard A. Leeds.................. 45
Sharon Lee Patrick................ 56
</TABLE>
Richard W. Anderson was elected a director of the Company in October 1997 and is
the Chairperson of the Audit Committee and a member of the Compensation
Committee of the Board. Mr. Anderson retired in 1997 as Vice President and
General Manager of the Microwave and Communications Group of Hewlett-Packard
Company, after having been employed by that company for 38 years. After retiring
from Hewlett-Packard, he became Executive Chairman and CEO of Microelectronics
Technology Incorporated, a position he held until October of 1998. Mr. Anderson
is also a director of Wireless Data Corporation, ScyTek Laboratories, Inc.,
Microelectronics Technology Incorporated and Novalux.
Kenneth D. Cron is an Executive Vice President of the Company and has been its
President of Publishing since 1994. He joined the Company in 1978 and held
various sales, publishing and group publishing positions in its technology
publications business prior to assuming his present responsibilities. He was
elected a director of the Company in October 1997.
Daniel H. Leeds is an Executive Vice President of the Company and has been the
President of International of the Company since 1992. He joined the Company in
1985 and held positions in its printing and electronic publishing businesses
prior to assuming his present responsibilities. He has served as a director of
the Company since 1987.
Gerard G. Leeds has been a director since 1971 when he and his wife, Lilo Leeds,
founded the Company. Mr. Leeds served as the President and Chief Executive
Officer of the Company until 1988 when he assumed his current position as
Co-Chairperson of the Board. Mr. Leeds also serves as Co-Chairperson and a
director of Institute for Student Achievement, Inc., a not-for-profit public
charity.
<PAGE> 3
Lilo J. Leeds has been a director since 1971 when she and her husband, Gerard
Leeds, founded the Company. Mrs. Leeds served as a Senior Vice President of the
Company until 1987 when she was appointed Chairperson of the Board. In 1988, she
became Co-Chairperson of the Board. Mrs. Leeds also serves as Co-Chairperson and
a director of Institute for Student Achievement, Inc., a not-for-profit public
charity.
Michael S. Leeds has been the President and Chief Executive Officer of the
Company since 1988. He joined the Company in 1984 and, prior to assuming his
present responsibilities, held publishing and group publishing positions in its
travel publications business and led the Company's entry into international
publishing. He has served as a director of the Company since 1987.
Richard A. Leeds is the President of Computer Product Introductions Corp. Mr.
Leeds has served as a director of the Company since February 1997 and previously
served as a director from December 1991 to February 1993 and from February 1995
to February 1996.
Sharon Lee Patrick is the President and a director of Martha Stewart Living
Omnimedia LLC. She was elected a director of the Company in October 1997 and is
a member of the Audit Committee and the Chairperson of the Compensation
Committee of the Board. Prior to joining Martha Stewart Living Omnimedia in
1997, she was an executive at Cablevision Systems Corporation and a partner of
McKinsey & Company, Inc.
Item 11. EXECUTIVE COMPENSATION
The following table provides information concerning all compensation awarded to,
earned by or paid to the Company's Chief Executive Officer and the four other
most highly compensated executive officers of the Company who were serving as
executive officers at December 31, 1998 (collectively, the "Named Executive
Officers") for all services rendered in all capacities to the Company in 1998,
1997 and 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------------------- --------------------------------------------------
Securities
Name & Principal Other Annual Restricted Stock Underlying All Other
Position Year Salary Bonus Compensation (1) Awards (2) Options Compensation (3)
-------- ---- ------ ----- ---------------- ---------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael S. Leeds, 1998 $600,000 $ 689,029 -- -- -- $16,438
President & Chief 1997 600,000 1,092,458 -- -- -- 14,481
Executive Officer 1996 600,000 1,908,062 -- $6,606,000 755,040 13,236
Kenneth D. Cron, 1998 $500,000 $ 525,889 -- -- -- $19,907
President of Publishing 1997 500,000 900,727 -- -- -- 17,562
1996 500,000 1,727,316 -- $4,404,000 943,800 17,888
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------------------- --------------------------------------------------
Securities
Name & Principal Other Annual Restricted Stock Underlying All Other
Position Year Salary Bonus Compensation (1) Awards (2) Options Compensation (3)
-------- ---- ------ ----- ---------------- ---------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel H. Leeds, 1998 $450,000 $166,977 $138,752 -- -- $15,860
President of 1997 400,000 376,605 121,000 -- -- 13,967
International 1996 400,000 506,814 121,000 $4,404,000 943,800 12,461
Jeffrey L. Strief, 1998 $400,000 $335,467 -- -- -- $15,860
Executive Vice President, 1997 375,000 625,000 -- -- 67,925 22,338
Technology Buyers 1996 325,000 675,001 -- -- -- 14,711
John Russell, Senior Vice 1998 $325,000 $260,134 -- -- -- $17,016
President, Channel 1997 300,000 325,000 -- -- 51,123 24,685
1996 275,000 300,462 -- -- -- 16,262
</TABLE>
- ----------
(1) The amounts shown for Daniel Leeds, who is based in Europe, reflect a cost
of living allowance of $90,000 for 1998 and $80,000 for 1997 and 1996,
reimbursement of educational expenses of $38,252 for 1998 and $35,000 for 1997
and 1996 and a car allowance of $6,000 for all years. The Company has not
included in the Summary Compensation Table the value of incidental personal
perquisites furnished by the Company to any of the other Named Executive
Officers, since such value did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for any such Named Executive Officers.
(2) The amounts shown represent the fair market value of the restricted stock on
the date of purchase (as determined by an independent appraisal) less the amount
paid by each Named Executive Officer for such stock. Holders of restricted stock
are entitled to dividends, if any, paid on the Company's Common Stock. Such
stock is subject to restrictions on resale until December 31, 2003 in the case
of Michael Leeds and December 31, 2005 in the case of Kenneth Cron and Daniel
Leeds, except that as of January 1, 1998, a limited number of shares of
restricted stock may be sold each year provided that the Company's market
capitalization is a certain amount on the business day preceding the date of
sale of such shares. Michael Leeds purchased a total of 566,280 shares of
restricted stock with an appraised aggregate fair market value at the date of
purchase of $7,200,000; Kenneth Cron purchased a total of 377,520 shares of
restricted stock with an appraised aggregate fair market value at the date of
purchase of $4,800,000; and Daniel Leeds purchased a total of 377,520 shares of
restricted stock with an appraised aggregate fair market value at the date of
the purchase of $4,800,000. At December 31, 1998, the aggregate fair market
value of the restricted stock held by Michael Leeds, Kenneth Cron and Daniel
Leeds was $10,334,610, $6,889,740 and $6,889,740, respectively. Under the terms
of the purchase of restricted stock, in the event of a merger or sale which
results in a change in control prior to March 1, 2000, vesting of the stock will
accelerate the respect to the same percentage of such shares as the percentage
of shares of the principal stockholders of the Company sold in such merger or
sale.
(3) Amounts reported under "All Other Compensation" include in 1998: (a)
contributions made by the Company on behalf of each Named Executive Officer
under the Company's Profit Sharing and Retirement Savings Plan and (b) $231 for
life insurance premiums paid by the Company for the benefit of each Named
Executive Officer under the Company's group life insurance benefit plan.
<PAGE> 5
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
<TABLE>
<CAPTION>
Shares Number of Securities Underlying Value of Unexercised
Acquired Value Unexercised Options / SARs at In-the-Money Options / SARs at
on Exercise Realized Fiscal Year-End (1) (2) Fiscal Year-End (1) (2)
----------- -------- ------------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael S. Leeds (3) $336,800 20,000 815,040 $250,800 $4,927,651
Kenneth D. Cron (3) 336,800 67,190 956,610 511,761 5,710,533
Daniel H. Leeds (3) 336,800 20,000 1,003,800 250,800 5,971,494
Jeffrey L. Strief -- -- 10,367 57,558 57,330 318,296
John Russell -- -- 7,507 43,616 41,514 241,196
</TABLE>
- ----------
(1) As of December 31, 1998, Michael Leeds held 755,040 options, all of which
were unexercisable; Kenneth Cron held 943,800 options, 47,190 of which were
exercisable and 896,610 of which were unexercisable; and Daniel Leeds held
943,800 options, all of which were unexercisable. The value of exercisable and
unexercisable options as included in the above table was calculated as the
difference between the exercise price of the options and the fair market value
of the Company's Class A Common Stock as of December 31, 1998. If there is a
change in control prior to March 1, 2000, all of the options held by Kenneth
Cron, Jeffrey Strief and John Russell will become 100 percent exercisable and
all of the options held by Michael Leeds and Daniel Leeds will be waived and
canceled.
(2) Under the Company's Equity Appreciation Plan (the "EAP"), certain Named
Executive Officers hold share appreciation rights ("SARs"), the value of which
is determined annually by a formula based on the Company's net sales and pre-tax
earnings for the year. The terms of the EAP provide that participants must
redeem 20% of their SARs by June 30 of each of the years 1998 through 2002. All
payments under the EAP are in the form of cash. As of December 31, 1998, Michael
Leeds, Kenneth Cron and Daniel Leeds each held 80,000 SARs under the EAP, 20,000
of which are redeemable in 1999 for $250,800 (which are therefore included as
exercisable above) and 60,000 of which are redeemable in 2000 through 2002
(which are therefore included as unexercisable above). The value of 80,000 SARs
at December 31, 1998 was $1,003,080. If there is a change in control prior to
March 1, 2000, the remaining 60,000 SARs held by Michael Leeds, Kenneth Cron and
Daniel Leeds would become redeemable for an amount based upon the value of the
transaction.
(3) During 1998, in accordance with the EAP, Michael Leeds, Kenneth Cron and
Daniel Leeds each redeemed 20% of their SARs. As all payments under the EAP are
in the form of cash, no shares were issued upon redemption of the SARs; each
individual received a cash payment of $336,800.
<PAGE> 6
\
Pension Plan
The Company's noncontributory defined benefit pension plan (the "Pension Plan")
was frozen as of December 31, 1992. No additional benefits have accrued since
that date or will accrue in the future. The fixed benefit payable monthly under
that Pension Plan for the life of each of the Named Executive Officers after
retirement at age 65 is as follows:
<TABLE>
<CAPTION>
Name Monthly Benefit
---- ---------------
<S> <C>
Michael S. Leeds $ 728
Kenneth D. Cron 1,002
Daniel H. Leeds 530
Jeffrey L. Strief 592
John Russell 435
</TABLE>
Employment Agreements
Michael Leeds, Daniel Leeds and Kenneth Cron each have an employment agreement
with the Company. Each employment agreement is terminable at the will of
either party, provided that the employee gives ninety days notice of any
voluntary resignation or ten business days notice of a Resignation for Good
Reason, or the Company gives ten business days notice of a Dismissal for Cause
(as defined in the respective employment agreements). Each agreement provides
that the employee shall be entitled to an annual base salary, the benefits
provided to employees generally and an annual incentive bonus determined by the
Compensation Committee of the Board of Directors.
Each agreement prohibits the disclosure or use of any of the Company's
confidential or proprietary information. The agreements with Michael Leeds and
Daniel Leeds provide that the employee will not compete with the Company for up
to three years following termination of employment as long as the Company
continues to pay cash compensation as determined under the respective
agreements; provided, however, that such payments will be made only if
employment with the Company terminates by reason of Dismissal Without Cause or
Resignation for Good Reason (as defined in the respective employment
agreements) and not by reason of voluntary resignation or Dismissal for Cause
(as defined in the respective employment agreements) and only until the
employee attains the age of sixty-five. The agreements with Michael Leeds and
Daniel Leeds also provide that, upon termination of employment by reason of
retirement at or after attainment of age 65, the Company has the right to
require, at its option, continued compliance with the non-compete covenants for
a period of up to two additional years as long as the Company continues to pay
an amount equal to that determined under the agreements. The agreement with Mr.
Cron provides that he will not compete with the Company for up to five years
following termination of employment as long as the Company pays him cash
compensation as determined under his employment agreement. The agreement with
Mr. Cron also provides that, upon termination of employment by reason of
retirement at or after attaining age 65, the Company has the right to require,
at its option, continued compliance with the non-compete covenants for a period
of up to five additional years as long as the Company continues to pay cash
compensation determined under his employment agreement.
Jeffrey Strief and John Russell entered into agreements with the Company as of
March 1, 1999 which provide that in the event of a change in control of the
Company prior to March 1, 2000 they would provide services to the Company as
senior executives for a period of three years from the date of the change in
control. The Agreements provide for the payment of base salary of at least
$400,000 to Mr. Strief and $350,000 to Mr. Russell plus annual incentive
bonuses. The Agreements also provide that in the event of a change in control,
the vesting of all outstanding stock options of Messrs. Strief and Russell would
accelerate and the Company would pay each of them a bonus based upon the value
of the transaction, and a gross-up bonus in the event such payments and benefits
are subject to excise taxes. Messrs. Strief and Russell also have agreed to
certain restrictive covenants for the duration of the Agreements, including
prohibitions on their competition with the Company, solicitation of employees of
the Company, interference with the Company's contractual relationships, and
disclosure of the Company's confidential information.
Board Committees, Meetings and Compensation
The Board of Directors has a standing Audit Committee and Compensation
Committee. It does not have a nominating committee or a committee performing
similar functions. The Audit Committee consists solely of Mr. Anderson and Ms.
Patrick and held three meetings in 1998. The Compensation Committee consists
solely of Mr. Anderson and Ms. Patrick and held two meetings during 1998.
The Board of Directors held a total of four meetings during 1998 (including
regularly scheduled and special meetings). Each director attended all
of the meetings of the Board of Directors held during 1998 and all of the
meetings held by the committees of the Board of Directors on which he or she
served during 1998.
Audit Committee. The functions of the Audit Committee include recommending to
the Board of Directors the appointment of the Company's independent accountants;
reviewing with the independent accountants and the Company's internal auditors
their annual audit plans; reviewing management's plans for engaging the
independent accountants to perform management advisory services; discussing with
management, the independent accountants and the internal auditors the adequacy
of the Company's internal controls and financial reporting process; monitoring
significant accounting and reporting issues; reviewing the Company's policies
<PAGE> 7
and procedures concerning officers' expenses; and monitoring compliance with the
Company's policies relating to ethics and conflicts of interest. Both the
independent accountants and the internal auditors have unrestricted access to
the Audit Committee, including the opportunity to meet with the Audit Committee
alone.
Compensation Committee. The functions of the Compensation Committee include
overseeing the administration of the Company's compensation policies and
practices; establishing and administering the compensation plans of members of
senior management and authorizing any adjustments thereto; administering the
Company's Stock Incentive Plan and authorizing all awards granted thereunder;
and reporting annually to the stockholders of the Company on matters concerning
the compensation of executives of the Company.
Each non-employee director currently receives an annual retainer of $20,000 for
serving as a member of the Board of Directors, a fee of $2,500 for each meeting
of the Board attended and a fee of $1,000 for each meeting of a committee of the
Board held on a date not coinciding with a meeting of the Board. The annual
retainer of each non-employee director owning less than 1% of the Company's
outstanding Common Stock is paid 50% in cash and 50% in the form of options to
purchase shares of the Company's Class A Common Stock. The per-share exercise
price of such options is equal to the fair market value of a share of Class A
Common Stock on the date of grant; the number of options granted is determined
using the Black-Scholes option-pricing model; and options vest in installments
of one-third on each anniversary of the grant date. Each non-employee director
has the right to waive the payment of all or any portion of his or her annual
cash retainer in exchange for options to purchase Class A Common Stock.
Following initial election and qualification to the Board, each non-employee
director who is not a member of the Founding Family (as hereafter defined)
receives a grant of restricted shares of Class A Common Stock with a fair market
value of $10,000. Such restricted shares vest over a period of five years.
Directors who are also employees of the Company receive no compensation for
their service as directors of the Company.
Compensation Committee Interlocks and Insider Participation
Richard Anderson and Sharon Patrick are the sole members of both the Audit
Committee and the Compensation Committee. Mr. Anderson and Ms. Patrick are
independent directors and neither is a current or former employee of the
Company.
<PAGE> 8
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table furnishes certain information as of December 31, 1998 as to
the Common Stock beneficially owned by each of the directors, by each of the
Named Executive Officers, by all directors and executive officers as a group,
and by all other persons known to the Company to be the beneficial owners of
more than 5% of either class of the Company's Common Stock.
<TABLE>
<CAPTION>
Class A Common Stock Class B Common Stock
-------------------- --------------------
Name of Beneficial Owner Number % Number %
------------------------ ------ --- ------ ---
<S> <C> <C> <C> <C>
Richard W. Anderson 408 *
Kenneth D. Cron (1) 377,620 5.35%
Greg Jobin-Leeds (2) 109,230 1.54% 1,763,240 10.99%
Daniel H. Leeds (3) 392,620 5.56% 1,987,640 12.38%
Jennifer Leeds (4) 1,927,640 12.01%
Gerard G. Leeds (5) 6,449,204 40.20%
Lilo J. Leeds (5) 6,449,204 40.20%
Michael S. Leeds (6) 526,280 7.43% 1,987,640 12.38%
Richard A. Leeds (7) 9,500 * 1,927,640 12.01%
Sharon Lee Patrick 408 *
John Russell 880 *
Jeffrey L. Strief 1,820 *
All directors and executive
officers as a group (17 persons) 1,334,899 18.85% 12,352,124 76.99%
Connor Clark & Company, Ltd. (8)
40 King Street, Ste. 5110, Box 125
Toronto, Ontario
Canada M5H 3Y2 358,100 5.06%
Private Capital Management, Inc. (9)
3003 Tamiami Trail North
Naples, FL 34103 1,563,450 22.08%
J.&W. Seligman & Co. Incorporated (10)
100 Park Avenue
New York, NY 10017 910,500 12.86%
Wanger Asset Management, L.P. (11)
227 W. Monroe Street, Ste 3000
Chicago, IL 60606 480,000 6.78%
</TABLE>
- ----------
* Represents less than 1.0% of the outstanding shares of Class A Common Stock.
(1) Includes 89,288 shares of Class A Common Stock held in trust by Kenneth Cron
as trustee for certain members of his family.
(2) Includes 330,740 shares of Class B Common Stock held in trust by Greg
Jobin-Leeds as trustee for certain members of his family.
(3) Includes 392,520 shares of Class A Common Stock and 545,171 shares of Class
B Common Stock held in trust by Daniel H. Leeds as trustee for certain members
of his family.
(4) Includes 27,586 shares of Class B Common Stock held in the name of The Giant
Steps Foundation.
<PAGE> 9
(5) 3,224,602 shares of Class B Common Stock are held by Gerard G. Leeds, and
3,224,602 shares of Class B Common Stock are held by Lilo J. Leeds. As husband
and wife, Gerard and Lilo Leeds are deemed to be the beneficial owner of shares
held by the other spouse, and therefore, the combined beneficial ownership is
shown in the table. Gerard and Lilo each disclaim beneficial ownership of the
shares held by the other.
(6) Includes 298,140 shares of Class A Common Stock and 457,504 shares of Class
B Common Stock held in trust by Michael S. Leeds as trustee for certain members
of his family.
(7) Includes 975,760 shares of Class B Common Stock held in trust by Richard A.
Leeds as trustee for certain members of his family, and 30,000 shares of Class B
Common Stock held in the name of the Kaleidoscope Foundation.
(8) This information derived from Schedule 13G filed by Connor Clark
& Company, Ltd on February 10, 1999.
(9) This information derived from Schedule 13G filed by Private Capital
Management, Inc. on February 16, 1999.
(10) This information derived from Schedule 13G filed by J. & W. Seligman
& Co. Incorporated on February 10, 1999.
(11) This information derived from Schedule 13G filed by Wanger Asset
Management, L.P. on February 23, 1999.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors Michael Leeds, Daniel Leeds and Richard Leeds are children of
Directors Gerard and Lilo Leeds, the founders of the Company. Gerard and Lilo
Leeds, Michael Leeds, Daniel Leeds and Richard Leeds are parties to a
stockholders' agreement among Gerard and Lilo Leeds and all of their children
(the "Founding Family"), who collectively control all of the Company's Class B
Common Stock. Under such agreement, the parties are required to vote all their
shares of Class B Common Stock to elect as directors Gerard and Lilo Leeds, all
members of the Founding Family who are full-time senior executive employees of
the Company (currently Michael Leeds and Daniel Leeds) and one of the three
other children of Gerard and Lilo Leeds.
Gerard and Lilo Leeds are the founders and Co-Chairpersons of Institute for
Student Achievement, Inc. (the "Institute"), a not-for-profit public charity to
which the Company provides office space and services. The fair market value of
such office space and services provided in 1998 was approximately $605,000. The
Board of Directors passed a resolution which limits the aggregate annual cash
and in-kind contributions by the Company to public or private charities or
foundations (including the Institute) to 3% of the Company's consolidated income
before provision for income taxes for the preceding fiscal year.
At December 31, 1998, Kenneth Cron was indebted to the Company in the principal
amount of $750,000. The Company holds a note receivable for such debt, which
bears interest at a rate approximating LIBOR and on which interest payments are
due quarterly and principal payments annually. Full payment of the note is due
in 2023, subject to acceleration under certain conditions.
The Company is the guarantor of a bank loan to Michael Leeds in the principal
amount of $1,200,000. The loan is due and payable in full on November 14, 2001,
but under an agreement dated April 15, 1997, the Company is required to extend
the guarantee of this loan until December 31, 2005.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
CMP MEDIA INC.
(Registrant)
By: /s/ MICHAEL S. LEEDS
-------------------------------------
Michael S. Leeds
President and Chief Executive Officer
Date: April 30, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
----------- ------- -------
<S> <C> <C>
/s/ MICHAEL S. LEEDS President, Chief Executive April 30, 1999
- ----------------------------- Officer and a Director
Michael S. Leeds (Principal Executive Officer)
/s/ KENNETH D. CRON Executive Vice President, April 30, 1999
- ----------------------------- President of Publishing and a
Kenneth D. Cron Director
/s/ DANIEL H. LEEDS Executive Vice President, April 30, 1999
- ----------------------------- President of International and
Daniel H. Leeds a Director
/s/ JOSEPH E. SICHLER Executive Vice President and April 30, 1999
- ----------------------------- Chief Financial Officer (Principal
Joseph E. Sichler Financial Officer and Principal
Accounting Officer)
/s/ GERARD G. LEEDS Director, Co-Chairperson of April 30, 1999
- ----------------------------- Board of Directors
Gerard G. Leeds
/s/ LILO J. LEEDS Director, Co-Chairperson of April 30, 1999
- ----------------------------- Board of Directors
Lilo J. Leeds
/s/ RICHARD W. ANDERSON Director April 30, 1999
- -----------------------------
Richard W. Anderson
/s/ RICHARD A. LEEDS Director April 30, 1999
- -----------------------------
Richard A. Leeds
/s/ SHARON LEE PATRICK Director April 30, 1999
- -----------------------------
Sharon Lee Patrick
</TABLE>
