SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Information to be included in statements filed pursuant to Rule
13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a)
________________
PENTON MEDIA, INC.
(NAME OF ISSUER)
________________
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
________________
709668 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
________________
WILLIAM C. DONOHUE JOHN J. MEEHAN
DONOHUE MEEHAN PUBLISHING COMPANY DONOHUE MEEHAN PUBLISHING COMPANY
2700 N. RIVER RD. 2 GREENWOOD SQUARE, SUITE 410
DES PLAINES, ILLINOIS 60018 BENSALEM,
PENNSYLVANIA 19020
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
BRIAN W. DUWE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
AUGUST 7, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
CUSIP No. 709668 10 7
---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: WILLIAM C. DONOHUE
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N/A
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( ) (b) (X)
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF ILLINOIS
---------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 770,819
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 770,819
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,819
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (X)
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.4%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------------------------------------------------------------------------
CUSIP No. 709668 10 7
---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: JOHN J. MEEHAN
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( ) (b) (X)
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS:
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF PENNSYLVANIA
---------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 770,819
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 770,819
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,819
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (X)
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.4%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------------------------------------------------------------------------
The item numbers and responses thereto below are in accordance with
the requirements of Schedule 13D.
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement" or the "Schedule
13D") relates to the common stock, par value $.01 per share (the "Common
Stock" or the "Shares"), of Penton Media, Inc., a Delaware corporation (the
"Company"). The address of the Company's principal executive offices is
1100 Superior Avenue, Cleveland, Ohio 44114.
Item 2. Identity and Background.
(a) - (c), (f) This Statement is being filed by William C. Donohue and
John J. Meehan (collectively the "Shareholders"). Mr. Donohue is an
Illinois resident and his business address is 2700 N. River Road, Des
Plaines, Illinois 60018. Mr. Donohue is the President of Donohue-Meehan
Publishing Company ("Donohue Meehan"), a wholly owned subsidiary of the
Company. Mr. Meehan is a Pennsylvania resident and his business address is
2 Greenwood Square, Suite 410, Bensalem, Pennsylvania 19020. Mr. Meehan is
the Executive Vice President of Donohue Meehan.
(d) - (e) During the past five years, neither of the Shareholders has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares of the Company were received by the Shareholders in
connection with the merger between Donohue Meehan and a wholly-owned
subsidiary of the Company, (the "Merger"), pursuant to which shares of
common stock of Donohue Meehan held by the Shareholders were exchanged for
Shares of the Company and certain immediate and contingent cash payments
pursuant to the terms of a Combination Agreement, dated as of May 21, 1998,
among the Company, D-M Acquisition Corp., Pittway Corporation, Donohue
Meehan and the Shareholders (the "Combination Agreement"). The Combination
Agreement, among other things, provides the Shareholders with certain
registration rights in connection with the subsequent sale of their shares
and provides for certain payments to the Shareholders in the event the
value of the Shares is below certain specified values, all as more
specifically set forth in the Combination Agreement. Pursuant to the
Combination Agreement, each of the Shareholders serves as a director of the
Company. The Combination Agreement is incorporated by reference as Exhibit
2(a) to this Schedule 13D and reference is made to such agreement for a
complete description of the terms thereof.
Item 4. Purpose of the Transaction.
The Shareholders acquired the Shares in connection with the Merger, in
which shares of common stock of Donohue Meehan were exchanged for Shares of
the Company and certain immediate and contingent cash payments. Each of
the Shareholders has entered into an employment agreement with the Company
to continue to manage Donohue Meehan generally in the same capacities in
which they acted prior to the Merger. Copies of such employment agreements
are incorporated by reference as Exhibits 2(b) and 2(c) hereof. Each of
the Shareholders has been, and may in the future be, granted options to
purchase the Company's common stock in connection with their services as a
director and employee of the Company or Donohue Meehan. Neither Seller has
any plans or proposals which relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) On August 7, 1998, the Company consummated the acquisition of
Donohue Meehan Publishing Company and issued 770,819 shares to each of
Messrs. Donohue and Meehan for a total of 1,541,638 shares of Common Stock,
representing 6.67% of the outstanding Common Stock of the Company, on a
fully diluted basis.
On August 7, 1998, the Company granted to each of Messrs.
Donohue and Meehan options to purchase 11,000 shares of Common Stock which
first become exercisable on August 7, 2001 and expire on August 7, 2008.
The exercise price per share pursuant to such options is the average
closing price of the Common Stock for the five trading day period ending
the eighth trading day after August 7, 1998.
(b) Each of Messrs. Donohue and Meehan has sole power to vote, direct
the vote, dispose or direct the disposition of his respective shares of
Common Stock. Each of Messrs. Donohue and Meehan disclaims beneficial
ownership of the other's shares of Common Stock.
(c) Except as set forth in this Item 5, neither Seller has effected
any transactions in the Shares during the past 60 days.
(d) - (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
among the Shareholders with respect to securities of the Company other than
as set forth in the Combination Agreement.
Item 7. Material to Be Filed as Exhibits.
The following documents are being filed as exhibits to this Statement
and are each incorporated by reference herein.
(2)(a) Combination Agreement, dated May 21, 1998, between the
Company, D-M Acquisition Corp., Pittway Corporation, Donohue
Meehan Publishing Company, William C. Donohue and John J.
Meehan.(1)
(2)(b) Form of Employment Agreement between the Company and William
C. Donohue.(1)
(2)(c) Form of Employment Agreement between the Company and John J.
Meehan.(1)
(3) Joint Filing Agreement, dated as of August 13, 1998, by and
between Parent and Purchaser.
- -----------------------
(1) Incorporated by Reference to the Company's Registration
Statement on Form S-1 (File No. 333-56877).
SIGNATURES
After reasonable 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: August 13, 1998
/s/ William C. Donohue
-----------------------
Name: William C. Donohue
/s/ John J. Meehan
------------------------
Name: John J. Meehan
EXHIBIT INDEX
Exhibit
Number Exhibit
(2)(a) Combination Agreement, dated May 21, 1998, between the
Company, D-M Acquisition Corp., Pittway Corporation, Donohue
Meehan Publishing Company, William C. Donohue and John J.
Meehan.(1)
(2)(b) Form of Employment Agreement between the Company and William
C. Donohue.(1)
(2)(c) Form of Employment Agreement between the Company and John J.
Meehan.(1)
(3) Joint Filing Agreement, dated as of August 13, 1998, by and
between Parent and Purchaser.
----------------------
(1) Incorporated by Reference to the Company's Registration
Statement on Form S-1 (File No. 333-56877).
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that
the Statement on Schedule 13D (the "Statement") filed on or about this date
with respect to shares of common stock, par value $.01 per share, of Penton
Media, Inc., a Delaware corporation, is being filed on behalf of the
undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule 13d-
1(k) promulgated under the Securities Exchange Act of 1934, as amended,
each person on whose behalf the Statement is filed is responsible for the
timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such person
contained therein, and that such person is not responsible for the
completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that
such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of
the undersigned, each of which, taken together, shall constitute one and
the same instrument.
Dated: August 13, 1998
/s/ William C. Donohue
-----------------------
Name: William C. Donohue
/s/ John J. Meehan
-----------------------
Name: John J. Meehan
