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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): September 14, 2000
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PENTON MEDIA, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-14337 36-2875386
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
DUKE COMMUNICATIONS
On September 14, 2000, Penton Media, Inc. (the "Company")
completed its acquisition of Duke Investments, Inc. and Duke
Communications International, L.L.L.P. (together, "Duke") pursuant to
the Equity Purchase Agreement, dated as of August 29, 2000 (the "Equity
Purchase Agreement"), by and among the Company, David A. Duke, the 1996
Sara Marie Duke Trust, the 1996 Brian Alexander Duke Trust and the 1996
John Franklin Duke Trust (the "Duke Sellers").
In full consideration for the transfer to the Company by the
Duke Sellers of all of their equity interests in Duke, the Company
agreed to pay a total purchase price of up to $150 million. The
purchase price was comprised of (a) $100 million in cash at the
closing, and (b) a contingent payment of up to $50 million in cash, if
earned, based on the performance of the Duke business for the fiscal
years 2000, 2001, 2002 and 2003. The amount of consideration was
determined through arm's-length negotiations. The source of funds for
the acquisition was from cash on hand.
Duke is a leading integrated media company serving the AS/400
and Windows 2000 operating systems markets, and other technology
operating platform markets.
The Equity Purchase Agreement and the press release issued in
connection therewith by the Company are filed as Exhibits 2.1 and
Exhibit 99.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The description of the Equity
Purchase Agreement set forth above does not purport to be complete and
is qualified in its entirety by reference to the provisions of the
agreement.
STREAMING MEDIA
On September 27, 2000, the Company completed its acquisition
of Streaming Media, Inc. ("Streaming Media") pursuant to the Stock
Purchase Agreement by and among the Company, Streaming Media, First
Conferences, Ltd. and Richard Bowsher (the "Stock Purchase Agreement").
In full consideration for the transfer of all of the capital
stock of Streaming Media, the Company agreed to pay a total purchase
price of up to $100 million. The purchase price was comprised of (a)
$65 million in cash at the closing, and (b) a contingent payment of up
to $35 million in cash, if earned, based on the performance of the
Streaming Media business for the fiscal year 2000. The amount of the
consideration was determined through arm's-length negotiations. The
source of funds for the acquisition was borrowings under the Company's
Amended Credit Facility, dated April 3, 2000, among the Company, as
borrower, the lenders listed therein, as lenders, Banc of America
Securities, LLC, as syndication agent, The First National Bank of
Chicago, as documentation agent and The Bank of New York, as
administrative agent.
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Streaming Media is a leading integrated media company serving
the streaming media market.
The Stock Purchase Agreement and the press release issued in
connection therewith by the Company are filed as Exhibits 2.2 and
Exhibit 99.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The description of the Stock Purchase
Agreement set forth above does not purport to be complete and is
qualified in its entirety by reference to the provisions of the
agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
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(a) Financial Statements
Business Acquired. Not Applicable.
(b) Pro Forma Financial
Information. Not Applicable.
(c) Exhibits.
EXHIBIT NUMBER EXHIBIT
2.1 Equity Purchase Agreement,
dated as of August 29,
2000, by and among the
Company, David A. Duke,
the 1996 Sara Marie Duke
Trust, the 1996 Brian
Alexander Duke Trust and
the 1996 John Franklin
Duke Trust.
2.2 Stock Purchase Agreement,
dated as of September 27,
2000, by and among the
Company, Streaming Media,
First Conferences, Ltd.
and Richard Bowsher.
99.1 Press release, dated
September 15, 2000.
99.2 Press release, dated
September 28, 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.
PENTON MEDIA, INC.
By: /s/ Preston L. Vice
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Date: September 29, 2000 Name: Preston L. Vice
Title: Senior Vice President and
Secretary
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INDEX TO EXHIBITS
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EXHIBIT NUMBER EXHIBIT
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2.1 Equity Purchase Agreement, dated as of
August 29, 2000, by and among the Company,
David A. Duke, the 1996 Sara Marie Duke
Trust, the 1996 Brian Alexander Duke Trust
and the 1996 John Franklin Duke Trust. The
Company agrees to furnish supplementally a
copy of the omitted schedules to the
Commission upon request.
2.2 Stock Purchase Agreement, dated as of
September 27, 2000, by and among the
Company, Streaming Media, First
Conferences, Ltd. and Richard Bowsher. The
Company agrees to furnish supplementally a
copy of the omitted schedules to the
Commission upon request.
99.1 Press release, dated September 15, 2000
(incorporated herein by reference to the
Company's Current Report on Form 8-K filed
on September 15, 2000).
99.2 Press release, dated September 28, 2000
(incorporated herein by reference to the
Company's Current Report on Form 8-K filed
on September 28, 2000).
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