SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 27, 1999
--------------------------------
AMERICAN LAWYER MEDIA HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-50119 13-3980412
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
345 Park Avenue South, New York, New York 10010
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 779-9200
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Other Events.
This Current Report on Form 8-K is being filed with the Securities
and Exchange Commission by American Lawyer Media Holdings, Inc. (the "Company")
for the purpose of reporting that on July 27, 1999, American Lawyer Media, Inc.
("ALM"), a wholly-owned subsidiary of the Company, completed the sale, for
$1,000,000 in cash, of all of the common stock, par value $.01 per share, of
ALM's wholly-owned Internet subsidiary, Professional On Line, Inc. ("POL"), to
Law.Com Acquisition Corp. (the "Purchaser"), the holding company for a leading
Web destination for law information, e-commerce and e-services. At the time of
the sale, the Purchaser was owned primarily by the current stockholders of the
Company.
The Purchaser then merged into POL, with POL surviving, thereby
seeking to create a comprehensive destination for legal information on the Web.
A copy of the press release issued by the Company announcing this merger is
filed as Exhibit 99.1 hereto and incorporated herein by reference. After the
merger, POL changed its name to Law.Com, Inc. ALM owns all of the issued and
outstanding 12.5% Preferred Stock of Law.Com, Inc. and the common stock of
Law.Com, Inc. is owned primarily by the current stockholders of the Company.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statement of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release dated July 27, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By: /s/ William L. Pollak
-------------------------------------
William L. Pollak
President and Chief Executive Officer
Date: August 24, 1999
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Press Release dated July 27, 1999.
4
LAW.COM AND AMERICAN LAWYER MEDIA
ANNOUNCE AGREEMENT CREATING DOMINANT LAW
DESTINATION ON THE WEB
Law.com and American Lawyer Media to Merge Web Assets and Content
Under the law.com Brand in Wide-Ranging Deal Focused on
$130 Billion Legal Services Market
NEW YORK (July 27, 1999) - Law.com, a leading Web law resource for information,
e-commerce and e-services, and American Lawyer Media, Inc. (ALM), the nation's
leading legal journalism and information company, today announced a sweeping
strategic alliance, aimed at creating a single, comprehensive destination for
legal information and e-law services on the Web, under the law.com brand.
Under the terms of the agreement, ALM will merge its Web-related legal assets,
including ALM's Law News Network (lawnewsnetwork.com) and other national and
regional legal Web sites associated with ALM publications, into Law.com's Web
offerings. These sites, which are targeted primarily at legal professionals and
collectively generate more than 3.5 million page views each month, will be owned
and operated by Law.com. They will continue their editorial affiliation with
their respective publications under an exclusive content licensing and operating
agreement between the companies. The agreement also covers joint cross-selling
of advertising and sponsorships between law.com and all ALM properties.
Both ALM and Law.com are owned by U.S. Equity Partners, L.P., a private equity
investment fund sponsored by Wasserstein Perella & Co. Financial terms of the
agreement were not disclosed.
"Last year, more than $130 billion was spent on legal services in the U.S., a
market in which the Web potential remains untapped," said Anup Bagaria, a vice
president at Wasserstein Perella & Co. "Through this agreement, law.com has
gained exclusive access to the branded content of the legal industry's most
respected source of professional news and information. This agreement will give
law.com the critical mass in content and services required to deliver premier
e-law
(MORE)
<PAGE>
ALM/law.com Alliance
Page 2 of 3
services to consumers, business people and legal professionals. This combination
also creates a unique vehicle for advertisers seeking to reach this highly
affluent and influential user group online."
"Our alliance with law.com represents a significant step forward in the
fulfillment of our strategy to become the leading supplier of branded legal
content to the broadest possible audience on the Web," said William Pollak,
president and CEO of ALM. "This will allow our award-winning publications to
focus on their editorial mission, while supporting our efforts to expand into
new publishing areas, both inside and outside the legal industry."
Law.com, which launched in January 1999, is the Web's fastest-growing legal
destination, connecting lawyers, legal professionals, law students, business
people and consumers with legal information, resources and services. Visitors to
law.com can do research through law.com's proprietary law guides, track breaking
developments in the law, locate a lawyer in their state or region, or explore
nationwide job openings in the legal industry.
Earlier this month, Law.com announced a merger with LawStuff, Inc., the operator
of lawstuffusa.com. Lawstuffusa.com and a soon-to-be released site serving the
professional legal market, will comprise the world's largest online law
bookstores, serving students, legal professionals and librarians. The sites
provide 24-hour access to discounted legal textbooks, software, study guides,
casebooks and reference works, with online search capabilities, one-click
ordering and access to a comprehensive listing of complementary products.
Headquartered in New York City, ALM is a leading integrated media company. ALM
currently owns and publishes 21 national and regional legal magazines and
newspapers, including The
American Lawyer and The National Law Journal. The Daily Deal, a new ALM daily
newspaper and Web site focused on transactions and deal-makers, is scheduled to
launch in September, 1999. ALM's other businesses include book and newsletter
publishing, production of legal trade shows and conferences, educational
seminars and distribution of content related to the legal industry. ALM was
formed in 1997 by U.S. Equity Partners, L.P.
Based in New York City, U.S. Equity Partners, L.P. is a private equity
investment fund sponsored by Wasserstein Perella & Co. Wasserstein Perella, a
leading international investment
(MORE)
<PAGE>
ALM/law.com Alliance
Page 3 of 3
bank, provides extensive advisory services to the media industry and has offices
in New York, Chicago, Los Angeles, San Francisco, Dallas, London, Paris,
Frankfurt and Tokyo.
# # #
