SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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 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 15, 1999
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(Final Amendment)
<PAGE>
This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1, as amended by Amendment Nos. 1 and 2 thereto,
and Statement on Schedule 13D, as amended by Amendment Nos. 1, 2 and 3
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 6. Interest in Securities of the Subject Company.
Items 6(a) and 6(b) of the Schedule 14D-1 & Schedule 13D are
hereby amended and supplemented by adding the following language thereto:
On January 15, 1999, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated herein
by reference.
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 & Schedule 13D is hereby amended
and supplemented by adding the following language thereto:
On January 15, 1999, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated herein
by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14-1 & Schedule 13D is hereby amended and
supplemented by adding the following exhibit:
(a)(10) Text of Press Release dated January 15, 1999, issued by
Parent.
<PAGE>
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 15, 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
<PAGE>
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................................................
(a)(10) Text of Press Release dated January 15, 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.....................................................
*13.1 Audited Financial Statements of Parent for the
financial year ended March 31, 1998......................
*13.2 1998 Interim Report of Parent (unaudited)................
*13.3 Summary of significant differences between UK GAAP
and US GAAP as they relate to Parent.....................
*(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.
<PAGE>
EXHIBIT (a)(10)
EMAP plc
London, England
Contact: Kevin Hand, Group Chief Executive (01733) 568900
David Grigson, Finance Director (01733) 568900
FOR IMMEDIATE RELEASE
EMAP PLC ANNOUNCES COMPLETION OF THE
PETERSEN COMPANIES, INC. TENDER OFFER
LONDON, ENGLAND (January 15, 1999) -- EMAP plc announced today
that its wholly owned subsidiary, EMAP Acquisition Corp., has accepted for
payment shares of common stock of The Petersen Companies, Inc. (NYSE: PTN)
at $34 per share pursuant to the tender offer that expired at 12:00
midnight, New York City time, on January 14, 1999. According to BankBoston,
N.A., the depositary for the tender offer, 26,797,504 shares of Class A
Common Stock (including 110,684 shares that have been guaranteed for
delivery) and 7,886,290 shares of Class B Common Stock were validly
tendered into the offer and not withdrawn.
As a result of the tender offer, EMAP Acquisition Corp. will own
approximately 99.7% of the outstanding shares of Class A Common Stock and
100% of the outstanding shares of Class B Common Stock of The Petersen
Companies, Inc. EMAP anticipates prompt consummation of a merger of EMAP
Acquisition Corp. with and into The Petersen Companies, Inc., whereby The
Petersen Companies, Inc. will become a wholly owned subsidiary of EMAP.
