<PAGE>
As filed with the Securities and Exchange Commission on April 2, 1998
Registration No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PETERSEN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4099296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6420 Wilshire Boulevard 90048
Los Angeles, California (Zip Code)
(Address of Principal Executive Offices)
THE PETERSEN COMPANIES, INC. 1997 LONG-TERM EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Richard S Willis
Executive Vice President and Chief Financial Officer
The Petersen Companies, Inc.
6420 Wilshire Boulevard
Los Angeles, California 90048
(Name and Address of Agent for Service)
(213) 782-6200
(Telephone Number, including Area Code of Agent for Service)
Copy to:
-------
Dennis M. Myers
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum Amount of
Title of Securities to be Amount to be Maximum Offering Aggregate Registration
Registered Registered (1) Price Per Share (2) Offering Price Fee
- --------------------------------------------------------------------------------------------------------
Class A Common Stock, 2,041,269 shares (3) $25.20 $51,439,978 $15,175
par value $.01 per share
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act, this Registration Statement
also covers such additional shares of Class A Common Stock as may become
issuable pursuant to anti-dilution provisions of the employee benefit plan
described herein.
(2) Estimated pursuant to Rule 457(h) based on the average of the high and low
prices of the shares reported on the New York Stock Exchange on March 30,
1998.
(3) Shares reserved for issuance under The Petersen Companies, Inc. 1997 Long-
Term Equity Incentive Plan.
- -------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by The Petersen Companies, Inc., a Delaware
corporation, (the "Corporation") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-13373).
(b) The Corporation's Proxy Statement, dated March 24, 1998.
(c) The description of the Corporation's Class A Common Stock, par value
$.01 per share (the "Common Stock") contained in Item 1 of the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on September 15, 1997.
(d) All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any transaction from which the director
derives an improper personal benefit, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemptions of shares or (iv) for any
breach of a director's duty of loyalty to the company or its stockholders.
Article X, Part A, of the Corporation's Restated Certificate of Incorporation
(the "Restated Certificate") includes such a provision.
The Corporation's Restated Certificate provides that each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director of officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgments, fines, excise exercise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnity in connection
therewith and such indemnification will continue as to an indemnitee who has
ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators under the
Restated Certificate. This right of indemnification is a contractual right and
includes the obligation of the Corporation to pay the expenses incurred in
defending any such proceeding in advance of its final disposition (an "advance
of expenses"); provided, however, that, if and to the extent that the DGCL
requires, an advance of expenses incurred by indemnitee in his or her capacity
as a Director or officer (and not in any other capacity in which service was or
is rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) will be made only upon delivery to the Corporation of an
undertaking (an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it will ultimately be determined by final judicial
decision from which there is no further right to appeal (a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same or lesser scope and effect
as the foregoing indemnification of Directors and officers.
The Restated Certificate authorizes the Corporation purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
Director, officer, employee or agent of the
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<PAGE>
Corporation or was serving at the request of the Corporation as a Director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss asserted
against him or her and incurred by him or her in any such capacity, whether or
not the Corporation would have the power to indemnify such person against such
expenses, liability or loss under the Delaware General Corporation Law.
The Restated Certificate provides that persons who after the date of the
adoption of the foregoing provision become or remain Directors or officers of
the Corporation or who, while a Director or officer of the Corporation, become
or remain a Director, officer, employee or agent of a subsidiary, shall be
conclusively presumed to have relied on the rights to indemnity, advance of
expenses and other rights contained in the Restated Certificate in entering into
or continuing such service. The rights to indemnification and to the advance of
expenses conferred in the Restated Certificate apply to claims made against an
indemnitee arising out of acts or omissions which occurred or occur both prior
and subsequent to the adoption hereof.
The Restated Certificate provides that the rights to indemnification and to
the advance of expenses conferred in the Restated Certificate are not exclusive
of any other right which any person may have or hereafter acquire under the
Restated Certificate or under any statute, by-law, agreement, vote of
stockholders or disinterested Directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Kirkland & Ellis with respect to the legality of the
shares of the Common Stock being registered hereby.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkland & Ellis (included in opinion filed as Exhibit
5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the
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Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on March 31, 1998.
THE PETERSEN COMPANIES, INC.
By: /s/ Richard S Willis
-----------------------
Richard S Willis
Chief Financial Officer
* * * *
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board and March 31, 1998
- ---------------------- Chief Executive Officer
James D. Dunning, Jr. (Principal Executive
Officer)
/s/ Richard S Willis Executive Vice President-Chief March 31, 1998
- --------------------- Financial Officer and Director
Richard S Willis (Principal Financial and
Accounting Officer)
* Director March 31, 1998
- ---------------------
Claeys Bahrenberg
* Director March 31, 1998
- ---------------------
Neal Vitale
Director
- ---------------------
Laurence H. Bloch
* Director March 31, 1998
- ---------------------
Avy H. Stein
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<PAGE>
* Director March 31, 1998
- -------------------------
Daniel H. Blumenthal
Director
- -------------------------
Chip Block
* Director March 31, 1998
- -------------------------
John R. Willis
* Director March 31, 1998
- -------------------------
Stacey J. Lippman
* The undersigned, by signing his name hereto, does sign and execute
this Registration Statement on behalf of the above-named directors and/or
officers of the Registrant pursuant to a Power of Attorney being filed herewith.
/s/ Richard S Willis
- ----------------------
Richard S Willis
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<PAGE>
EXHIBIT INDEX
-------------
Exhibit Sequentially
No. Description of Document No. Page
- ------- ----------------------- ------------
5.1 Opinion of Kirkland & Ellis with respect to the legality of
the shares of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkland & Ellis (included in opinion filed as Exhibit
5.1).
24.1 Powers of Attorney.
-8-
<PAGE>
Exhibit 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
March 31, 1998
The Petersen Companies, Inc.
6420 Wilshire Boulevard
Los Angeles, CA 90048
Re: The Petersen Companies, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are acting as special counsel to The Petersen Companies, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of up to 2,041,269 shares (the "Shares") of its
Class A Common Stock, par value $.01 per share, to be issued and sold by the
Company under a Registration Statement on Form S-8, filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement"). The Shares are to be
issued upon the exercise of outstanding awards granted to eligible participants
under the Company's 1997 Long-Term Equity Incentive Plan (the "Plan").
In that connection, we have examined such corporate proceedings,
documents, records and matters of law as we have deemed necessary to enable us
to render this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company and others. For purposes of
numbered paragraph 1, we have relied exclusively upon certificates issued by
governmental authorities in the relevant jurisdictions and such opinion is not
intended to provide any conclusion or assurance beyond that conveyed by such
certificates.
<PAGE>
KIRKLAND & ELLIS
The Petersen Companies, Inc.
March 31, 1998
Page 2
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of any
laws except the internal laws of the State of Illinois, the General Corporation
Law of the State of Delaware and the federal law of the United States of
America.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we hereby advise
you that in our opinion:
(1) The Company is a corporation existing and in good standing under
the laws of the State of Delaware.
(2) The Shares are duly authorized and reserved for issuance under the
Plan, and, when (i) the Registration Statement becomes effective under the Act,
(ii) the Shares have been duly executed and delivered on behalf of the Company
countersigned by the Company's transfer agent/registrar and (iii) the Shares are
issued in accordance with the terms of the Plan upon receipt of the
consideration to be paid therefor of at least $0.01 per share, the Shares will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion and consent may be incorporated by
reference in a subsequent registration statement on Form S-8 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities issuable under the Plan.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Illinois, the General Corporation Law of the State of
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.
<PAGE>
KIRKLAND & ELLIS
The Petersen Companies, Inc.
March 31, 1998
Page 3
This opinion is furnished to you pursuant to the applicable rules and
regulations promulgated under the Act in connection with the filing of the
Registration Statement.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement (Form S-8
No. 333-____) pertaining to The Petersen Companies, Inc. 1997 Long-Term Equity
Incentive Plan and to incorporation by reference therein of our report dated
January 28, 1998, with respect to the consolidated financial statements and
schedule of The Petersen Companies, Inc. included in its Annual Report (Form 10-
K) for the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
March 31, 1998
Los Angeles, California
<PAGE>
POWER OF ATTORNEY
Each of the undersigned being a director or officer, or both, of The
Petersen Companies, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James D. Dunning, Jr., Neal Vitale or Richard S Willis,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Company's Registration Statement
on Form S-8 relating to the Company's Equity Incentive Plan and to file same,
together with all exhibits thereto and other attachments and documents in
connection therewith, with the Securities and Exchange Commission, the New York
Stock Exchange and any other regulatory authority, and to sign, file or deliver
such further documents and to take such further actions in connection therewith
as each of the undersigned might or could do in person and as each such attorney
and agent deems necessary or desirable; and each of the undersigned does hereby
fully ratify and confirm all that said attorneys and agents, or any of them, or
the substitute of any of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in one or more counterparts, each
shall constitute an original, and all of which shall together constitute the
same instrument.
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<CAPTION>
Signature Capacity Date
- ------------------------------ ------------------------------------ --------------
<S> <C> <C>
/s/ James D. Dunning, Jr. Chief Executive Officer March 31, 1998
James D. Dunning, Jr. and Chairman of the Board
/s/ Richard S Willis Executive Vice President, March 31, 1998
Richard S Willis Chief Financial Officer and Director
/s/ D. Claeys Bahrenburg Vice Chairman of the Board March 31, 1998
D. Claeys Bahrenburg
Director
Laurence H. Bloch
/s/ Daniel H. Blumenthal Director March 31, 1998
Daniel H. Blumenthal
/s/ Avy H. Stein Director March 31, 1998
Avy H. Stein
/s/ Neal Vitale Director March 31, 1998
Neal Vitale
/s/ John R. Willis Director March 31, 1998
John R. Willis
Director
Joseph Milton Block, Jr.
/s/ Stacey James Lippman Director March 31, 1998
Stacey James Lippman
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