<PAGE> 1
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) May 27, 1999
------------
Penton Media, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14337 36-2875386
- ---------------- ------------ -------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1100 Superior Avenue, Cleveland, Ohio 44114
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 696-7000
--------------
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 27, 1999, pursuant to an Asset Purchase Agreement, dated as
of May 18, 1999, by and among Penton Media, Inc., a Delaware corporation
("Penton"), New Hope Communications, Inc., a Colorado corporation ("New Hope"),
and R. Douglas Greene, Penton acquired substantially all of the assets of
New Hope.
In full consideration for the transfer of the assets, Penton agreed
to pay a total purchase price of up to $97 million to New Hope. The purchase
price was comprised of (a) $41 million in cash and $41 million of Penton common
stock, both of which were paid at the closing on May 27, 1999, and (b) a
contingent payment of up to $15 million to be paid half in cash and half in
stock, if earned, based on the performance of the New Hope business for the
fiscal years 1999, 2000 and 2001.
The press release issued by Penton on May 27, 1999 is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements of New Hope for the periods specified in
Rule 3-05(b) of Regulation S-X will be filed by amendment to this
Current Report on Form 8-K not later than sixty days after the date on
which this Current Report on Form 8-K is filed.
(b) Pro Forma Financial Information.
The Pro Forma financial statements of New Hope required pursuant to
Article 11 of Regulation S-X will be filed by amendment to this Current
Report on Form 8-K not later than sixty days after the date on which
this Current Report on Form 8-K is filed.
(c) Exhibits.
99.1 Press Release, dated May 27, 1999.
<PAGE> 3
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.
PENTON MEDIA, INC.
Dated: June 11, 1999
By: /s/ Joseph G. NeCastro
------------------------------------
Name: Joseph G. NeCastro
Title: Chief Financial Officer
<PAGE> 4
EXHIBIT INDEX
-------------
Exhibit
No.
- -------
99.1 Press Release, dated May 27, 1999.
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE
May 27, 1999
PENTON MEDIA COMPLETES ACQUISITION OF NEW HOPE COMMUNICATIONS
-------------------------------------------------------------
CLEVELAND, OH - May 27, 1999 - Penton Media, Inc. (NYSE: PME) today announced
the close of its acquisition of Boulder, Colorado-based New Hope Communications,
Inc., a leading business media company serving the natural products industry.
The acquisition, first announced May 18, was for $82 million, of which
$41 million was paid in cash and the remainder was paid through the issuance of
approximately 2.1 million shares of Penton common stock. The transaction also
includes a maximum additional contingent consideration of $15 million, payable
half in cash, half in stock, based on profit performance through 2001.
New Hope's core products include Natural Products Expo East and Natural Products
Expo West, two of the largest trade shows in the United States, according to the
1999 Tradeshow Week 200 rankings; five magazines, including Natural Foods
Merchandiser, the leading magazine serving the natural foods/health foods and
organic foods market; and the Healthwell.com Web site.
"The acquisition of New Hope Communications is another example of the execution
of Penton's strategy to acquire leading business media companies in growth
markets," said Thomas L. Kemp, chief executive officer of Penton Media. "It also
reinforces Penton's strategies to diversify our market positions and revenue
streams," said Kemp, noting that New Hope has an attractive diversity of
revenues from trade shows, conferences, magazines and its Web site.
New Hope will operate from Boulder as a division of Penton under the name New
Hope Natural Media. Doug Greene, founder of New Hope Communications, is
non-executive chairman of the division and will hold a seat on Penton's Board.
Richard Prill, president, Kim K. Paulsen, president of publishing, and Katherine
M. Lawrence, president of trade shows and conferences, continue in their current
positions.
Penton Media, Inc. (NYSE: PME) is a leading diversified business media company
that publishes magazines and electronic information products, produces trade
shows and conferences, and provides marketing and business development products
and services, including direct mail lists, research and custom publishing.
Penton serves the food/retail; Internet; design/engineering; electronics;
government/compliance; management; manufacturing; mechanical systems/
construction; supply chain/aviation; and leisure/hospitality markets. Penton
generated revenues of $233.1 million in 1998. It was spun off from Pittway
Corporation in August 1998.
CONTACT: MARY ABOOD, Penton Media, Inc., 216.931.9551 or [email protected].
