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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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The Petersen Companies, Inc.
(Name of Subject Company)
EMAP Acquisition Corp.
EMAP plc
(Bidders)
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Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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716335 10 4
(CUSIP Number of Class of Securities)
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Derek Walmsley
EMAP Acquisition Corp.
c/o EMAP plc
1 Lincoln Court
Lincoln Road
Peterborough PE1 2RF
England
(01733) 568900
Derek Walmsley
EMAP plc
1 Lincoln Court
Lincoln Road
Peterborough PE1 2RF
England
(01733) 568900
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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January 4, 1999
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<PAGE>
This statement amends and supplements the combined Tender
Offer Statement on Schedule 14D-1 and Statement on Schedule 13D, as amended
by Amendment No. 1 thereto, originally filed with the Securities and
Exchange Commission on December 16, 1998 (collectively and as amended, the
"Schedule 14D-1 & Schedule 13D"), by EMAP plc, an English public limited
company ("Parent"), and EMAP Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of Parent (the "Purchaser"), in connection with
the offer to purchase all the outstanding shares of Class A Common Stock,
par value $0.01 per share (the "Class A Shares"), and all the outstanding
shares of Class B Common Stock, par value $0.01 per share (the "Class B
Shares" and, together with the Class A Shares, the "Shares"), of The
Petersen Companies, Inc., a Delaware corporation (the "Company"), at $34
per Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated December
16, 1998 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used and not
defined herein shall have the meanings assigned to such terms in the Offer
to Purchase and the Schedule 14D-1 & Schedule 13D.
Item 10. Additional Information.
Items 10(b) and 10(c) of the Schedule 14D-1 & Schedule 13D
are hereby amended and supplemented by adding the following language
thereto:
On January 4, 1999, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the
following:
(a)(9) Text of Press Release dated January 4, 1999, issued
by Parent.
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 4, 1999
EMAP ACQUISITION CORP.,
By: /s/ Christopher R. Innis
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Name: Christopher R. Innis
Title: President, Secretary
and Treasurer
EMAP PLC,
By: /s/ Christopher R. Innis
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Name: Christopher R. Innis
Title: Director of Corporate
Strategy
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EXHIBIT INDEX
Exhibit
Number Exhibit Name Page No.
*(a)(1) Offer to Purchase.......................................
*(a)(2) Letter of Transmittal...................................
*(a)(3) Notice Of Guaranteed Delivery...........................
*(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and
Other Nominees.........................................
*(a)(5) Letter to Clients for use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees.....................
*(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9..........................
*(a)(7) Form of Summary Advertisement dated December 16, 1998...
*(a)(8) Text of Press Release dated December 15, 1998,
issued by Parent.......................................
(a)(9) Text of Press Release dated January 4, 1999, issued
by Parent...............................................
*(b)(1) Loan Agreement dated as of December 15, 1998, among
Parent and the Lenders party thereto...................
*(b)(2) Bridge Loan Agreement dated as of December 15, 1998,
among Parent and the Lenders party thereto.............
*(c)(1) Agreement and Plan of Merger dated as of
December 15, 1998, among Parent, the Purchaser
and the Company........................................
*(c)(2) Stockholders' Agreement dated as of December 15, 1998,
among Parent, the Purchaser and certain stockholders
of the Company.........................................
(d) None....................................................
(e) Not applicable..........................................
(f) None....................................................
*(24) Power of Attorney from Parent to Christopher R. Innis,
dated as of December 14, 1998, evidencing such
person's authority to sign on behalf of Parent.........
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*Previously filed.
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EXHIBIT (a)(9)
EMAP plc
London, England
Contact: David Grigson, Finance Director (0171) 278-1452
FOR IMMEDIATE RELEASE
EMAP plc Announces Expiration
Of Hart-Scott-Rodino Antitrust Waiting Period
And Approval by EMAP's Shareholders of Acquisition
of The Petersen Companies, Inc.
London, England (January 4, 1999) - EMAP plc announced today
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on December 31, 1998 with respect to its tender offer for all
outstanding shares of common stock of The Petersen Companies, Inc. (NYSE:
PTN) at $34 per share. EMAP's tender offer for The Petersen Companies, Inc.
is currently scheduled to expire at 12:00 midnight, New York City time on
Thursday, January 14, 1999, unless the offer is extended.
In addition, at an Extraordinary General Meeting of EMAP
held earlier today, the holders of EMAP's Ordinary Shares duly passed the
resolution proposed in connection with the acquisition of The Petersen
Companies, Inc. by EMAP and/or its wholly owned subsidiary EMAP Acquisition
Corp.
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