SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 15, 1999
THE PETERSEN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-3373 36-4099296
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6420 Wilshire Boulevard, Los Angeles, California 90048
(Address of principal executive offices) (zip code)
(323) 782-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On January 15, 1999, in connection with an offer to purchase made
by EMAP plc ("Parent") and EMAP Acquisition Corp. (the "Purchaser") for 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. (the
"registrant"), at $34.00 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"), Parent announced
the expiration of the Offer and the Purchaser's acceptance for payment of
the Shares validly tendered into the Offer and not withdrawn.
On January 21, 1999, pursuant to an Agreement and Plan of Merger
dated December 15, 1998, by and among Parent, the Purchaser and the
registrant, the Purchaser merged with and into the registrant, with the
registrant as the surviving corporation and an indirect wholly owned
subsidiary of Parent (the "Merger"). Upon consummation of the Merger, each
outstanding Share of the registrant (other than Shares of former
stockholders that properly exercise appraisal rights with respect to the
Merger) was converted into the right to receive $34.00 in cash (the "Merger
Consideration"). The transfer agent for the Shares has been instructed by
the registrant to close the stock transfer books for the Shares, and
trading of the Class A Shares on the New York Stock Exchange has been
suspended.
The Purchaser has obtained all funds needed for the Offer and the
Merger through a capital contribution from Parent. Parent has funded this
capital contribution from a credit facility and a bridge facility, in each
case with Barclays Bank plc and a syndicate of other lenders, and an
issuance of ordinary shares of Parent that will be listed and traded on the
London Stock Exchange.
BankBoston, N.A. has been retained by the registrant to serve as
the Exchange Agent. Letters of Transmittal, together with instructions
relating thereto, are expected to be provided promptly to the registrant's
former stockholders so that such stockholders may receive the Merger
Consideration.
Certain exhibits to the combined Tender Offer Statement on
Schedule 14D-1, as amended by Amendment Nos. 1, 2 and 3 thereto, and
Statement on Schedule 13D, as amended by Amendment Nos. 1, 2, 3 and 4
thereto, originally filed with the Securities and Exchange Commission on
December 16, 1998 (collectively and as amended, the "Schedule 14D-1 &
Schedule 13D") by Parent and the Purchaser are incorporated herein by
reference to the Schedule 14D-1 & Schedule 13D and are attached hereto as
exhibits. A copy of the joint press release, dated January 21, 1999, issued
by Parent and the registrant relating to the consummation of the Merger is
attached hereto as Exhibit 20.4.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
*20.1 Press Release of Parent dated January 15, 1999.
20.2 Joint press release of Parent and the registrant relating
to the consummation of the Merger on January 21, 1999.
*99.1 Loan Agreement dated as of December 15, 1998, among Parent
and the Lenders party thereto.
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*99.2 Bridge Loan Agreement dated as of December 15, 1998, among
Parent and the Lenders party thereto.
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* Incorporated by reference to Schedule 14D-1 & Schedule 13D.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE PETERSEN COMPANIES, INC.,
By: /s/ Richard S. Willis
-------------------------
Name: Richard S. Willis
Title: Chief Financial Officer
Dated: January 21, 1999
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EXHIBIT INDEX
Exhibit Description
*20.1 Press release of Parent issued January 15, 1999.
20.2 Joint press release of Parent and the registrant issued
January 21, 1999.
*99.1 Loan Agreement dated as of December 15, 1998, among Parent
and the Lenders party thereto.
*99.2 Bridge Loan Agreement dated as of December 15, 1998, among
Parent and the Lenders party thereto.
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* Incorporated by reference to Schedule 14D-1 & Schedule 13D.
<PAGE>
Exhibit 20.2
EMAP plc EMAP Petersen, Inc.
1 Lincoln Court 6420 Wilshire Boulevard
Lincoln Road Los Angeles, CA 90048
Peterborough PE1 2RF
ENGLAND
FOR IMMEDIATE RELEASE
EMAP PLC COMPLETES ACQUISITION OF THE PETERSEN COMPANIES, INC.
London, England and New York, New York, January 21, 1999 -- EMAP
plc and The Petersen Companies, Inc. (NYSE:PTN) today announced the
completion of EMAP's acquisition of The Petersen Companies, Inc. The
Petersen Companies, Inc., which has been renamed EMAP Petersen, Inc., is
now an indirect wholly owned subsidiary of EMAP.
Each outstanding share of Class A Common Stock, par value of
$0.01 per share, and each outstanding share of Class B Common Stock, par
value of $0.01 per share, of The Petersen Companies, Inc. not owned by EMAP
Acquisition Corp., a wholly owned subsidiary of EMAP, was converted in the
merger into the right to receive $34.00 in cash.
BankBoston, N.A. has been retained by EMAP Petersen, Inc. to
serve as Exchange Agent. Letters of Transmittal, together with instructions
for their use, are expected to be provided promptly to the former
stockholders of The Petersen Companies, Inc. so that they may receive the
merger consideration.
EMAP plc is headquartered in Peterborough, England. EMAP
Petersen, Inc. will maintain its headquarters in Los Angeles, California.
Contacts for EMAP:
Kevin Hand, Group Chief Executive (01733) 568900
David Grigson, Finance Director (01733) 568900
Contact for EMAP Petersen, Inc.:
James D. Dunning, Jr., Chairman (212) 886-3600
and Chief Executive Officer
