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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 18, 1999
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Penton Media, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14337 36-2875386
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1100 Superior Avenue, Cleveland, Ohio 44114
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 696-7000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 18, 1999, Penton Media, Inc., a Delaware corporation (the
"Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement")
with New Hope Communications, Inc., a Colorado corporation ("New Hope"), and R.
Douglas Greene pursuant to which the Company will purchase substantially all of
the assets of New Hope. The closing of the Purchase Agreement is subject to a
number of customary conditions. The press release issued by the Company in
connection therewith 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. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
99.1 Press Release, dated May 18, 1999.
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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.
PENTON MEDIA, INC.
Dated: May 18, 1999
By: /s/ Preston L. Vice
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Name: Preston L. Vice
Title: Senior Vice President
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EXHIBIT INDEX
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Exhibit
No.
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99.1 Press Release, dated May 18, 1999
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Mary E. Abood, Director, Corporate Communications
216-931-9551 or [email protected]
or Joseph G. NeCastro, Chief Financial Officer
216-931-9770 or [email protected]
PENTON TO ACQUIRE NEW HOPE COMMUNICATIONS,
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GAIN MAJOR MEDIA POSITION IN NATURAL PRODUCTS INDUSTRY
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CLEVELAND, OH - May 18, 1999 - Penton Media, Inc. (NYSE: PME) today announced it
has entered into a definitive agreement to acquire Boulder, Colorado-based New
Hope Communications, Inc., a leading business media company serving the natural
products industry, for $82 million. Of the consideration, $41 million will be
paid in cash and the remainder will be payable 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 in 1999, 2000 and 2001.
New Hope was founded in 1975 by Doug Greene, who will serve as New Hope's
non-executive chairman and provide consulting services to Penton. Mr. Greene,
49, also will hold a director seat on Penton's Board.
"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. "In
addition, the purchase 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 has developed strong media brands and has grown alongside the dynamic
natural products industry. It represents the kind of high-growth, media
leadership opportunity that Penton will continue to target in pursuing its
growth strategy," Kemp said.
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The natural products industry has grown from about $1.9 billion in sales in 1990
to nearly $25.4 billion in 1998 as consumer trends have moved toward healthier
lifestyles. Kemp noted that, while the industry's main segments, natural foods
and dietary supplements, continue to grow, new segments have emerged and are
recording rapid sales growth. These categories include organic foods, specialty
and gourmet foods, personal care, herbal and homeopathic medicine, aromatherapy,
children's products, housewares, health-related books, and natural pet products.
The industry is rapidly emerging in international markets, as well, he noted.
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. NATURAL PRODUCTS EXPO EAST was identified by
the publication as being the third fastest growing trade show in the U.S. in
1998. New Hope will launch NATURAL PRODUCTS EXPO EUROPE at the RAI International
Exhibition & Congress Centre in Amsterdam, The Netherlands, May 31-June 2, 2000.
In addition, New Hope publishes Natural Foods Merchandiser, the leading magazine
serving the natural foods/health foods and organic foods market. Natural Foods
Merchandiser is published monthly and has a BPA-audited circulation of 14,000
qualified subscribers.
New Hope Communications' media portfolio also includes:
Delicious! - A magazine purchased in bulk by retailers nationwide and
distributed to consumers as an in-store merchandising and educational vehicle.
It has a guaranteed monthly rate base of 425,000. Editorial content focuses on
natural healing, nutrition, herbal medicine, homeopathy, fitness, and recipes
for the natural kitchen.
Nutrition Science News - A monthly journal that focuses on the science behind
natural products, including vitamins and other health supplements. It has a
BPA-audited circulation of 20,900 qualified subscribers that includes supplement
buyers, store owners and pharmacists. Its content, written primarily by science
and medical professionals, advises readers on educating their customers about
healthy living using a science-based approach.
Health & Nutrition Breakthroughs - Published monthly, this magazine is written
by health care and science professionals in layman's terminology to educate
consumers about the science behind food and dietary supplements. It is purchased
by vitamin retailers, pharmacies and other
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outlets, and distributed to their customers. The magazine has a guaranteed
monthly rate base of 200,000.
Healthwell.com - New Hope's Internet resource for health and wellness
information, Healthwell.com includes The Wellness Center, which lists health
conditions with the latest natural remedies; an area for delicious and healthy
cooking ideas; and health information from health and medical advisors. The site
attracts more than 200,000 page views monthly.
Conferences - New Hope's conferences include The Natural Products Financial
Conference, which is attended by money managers and analysts seeking investment
opportunities in the natural products industry. The event also provides targeted
educational and networking events for natural products industry companies
seeking investment partners and other forms of financing.
New Hope also publishes Expansion Management, a monthly magazine edited for
executives of corporations involved in expanding and relocating their
facilities. Based in Overland Park, Kansas, Expansion Management focuses on
state business climates, expansion and real estate issues, and economic
development news. It has a BPA-audited circulation of 45,000 subscribers.
Expansion Management will become part of Penton's Management Group, which also
includes IndustryWeek, IW Growing Companies, the magazines' Web sites, and the
IndustryWeek conference series.
New Hope will operate from Boulder as a division of Penton under the name New
Hope Natural Media. In addition to Mr. Greene, its management includes Richard
Prill, president; Kimberly Paulsen, president of publishing; and Katherine M.
Lawrence, president of trade shows and conferences, all of whom will continue in
their current positions subsequent to the acquisition.
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.
