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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) MARCH 28, 2000
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AMERICAN LAWYER MEDIA, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
333-50117 13-3980414
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(Commission File Number) (I.R.S. Employer Identification No.)
345 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10010
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(Address of Principal Executive Offices) (Zip Code)
(212) 779-9200
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K is being filed with the Securities and
Exchange Commission by American Lawyer Media, Inc. (the "Company") for the
purpose of reporting that, on March 28, 2000, the Company, a wholly-owned
subsidiary of American Lawyer Media Holdings, Inc. ("ALM"), and the subsidiaries
of the Company engaged in the publication of THE DAILY DEAL and CORPORATE
CONTROL ALERT in printed and electronic form (the "Business") (the Company and
said subsidiaries together, the "ALM Entities") completed the sale of
substantially all of the assets and related liabilities of the ALM Entities
relating to the Business to TDD, L.L.C. (the "Purchaser"), an entity primarily
owned at the time of the sale, directly or indirectly, by the stockholders of
ALM.
The Company received, on behalf of the ALM Entities, $10,000,000 in
consideration (consisting of $7,500,000 in cash and $2,500,000 in face amount of
12.25% payment-in-kind convertible preferred membership interests of the
Purchaser convertible into 3.0% of the common equity of the Purchaser).
A copy of the press release issued by the Company announcing this sale
is filed as Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release dated March 2, 2000.
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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, INC.
By: /s/ William L. Pollak
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William L. Pollak
President and Chief Executive Officer
Date: May 10, 2000.
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated March 2, 2000.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: LEE FELDMAN, Peters & Feldman
Phone: (203) 854-6761 E-mail: [email protected]
AMERICAN LAWYER MEDIA ANNOUNCES SALE OF
THE DAILY DEAL AND CORPORATE CONTROL ALERT
NEW YORK (MARCH 2, 2000) - American Lawyer Media, Inc. (ALM), the nation's
leading legal journalism and information company, announced an agreement today
to sell the assets of two of its non-legal properties, THE DAILY DEAL and
CORPORATE CONTROL ALERT, to TDD, Inc., a newly formed company controlled by
ALM's existing shareholders. Assets of THE DAILY DEAL include its daily
newspaper and related Web site which are leading sources of focused news
reporting and analysis of corporate transactions, equity markets and dealmakers.
CORPORATE CONTROL ALERT provides detailed regulatory and strategic analysis to a
primarily corporate readership, in a monthly newsletter format.
TDD, Inc. will purchase the properties for approximately $10 million. Terms of
the agreement call for 75% of the purchase price to be paid in cash, with the
remainder in the form of payment-in-kind convertible preferred stock of TDD,
Inc. The preferred stock is convertible into a minority stake in TDD. Veronis,
Suhler & Associates, a New York-based investment bank, provided a valuation on
the assets involved in the transaction.
"We're pleased that this transaction will permit us to focus on our core legal
publications and businesses," said William Pollak, President and Chief Executive
Officer of American Lawyer Media. "We believe that both properties have strong
growth prospects in their markets, and that independent ownership and additional
capital investment will provide them with the resources to fund expansion of
their operations in the future."
Headquartered in New York City, ALM is a leading integrated media company,
focused on the legal industry. ALM currently owns and publishes 20 national and
regional legal magazines and newspapers, including THE AMERICAN LAWYER(R)and
THE NATIONAL LAW JOURNAL(R). ALM's other
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ALM ANNOUNCES SALE
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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., a
private equity investment fund sponsored by Wasserstein Perella & Co.
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