SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
K-III COMMUNICATIONS CORPORATION
--------------------------------
(Name of Issuer)
K-III COMMUNICATIONS CORPORATION
--------------------------------
(Name of Person(s) Filing Statement)
$10.00 Series C Exchangeable Preferred Stock
--------------------------------------------
(Title of Class of Securities)
482727500
---------------------------------------------
(CUSIP Number of Class of Securities)
Ann M. Riposanu, Esq.
K-III Communications Corporation
745 Fifth Avenue
New York, New York 10151
(212) 745-0100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of Person(s) Filing Statement)
Copy to:
Gary I. Horowitz, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
July 24, 1996
- ---------------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
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Page 1 of 5 pages
Exhibit Index at Page 5
<PAGE>
This Final Amendment to the Issuer Tender Offer Statement on
Schedule 13E-4 being filed by K-III Communications Corporation ("K-III"),
amends and supplements the Issuer Tender Offer Statement on Schedule
13E-4 filed by K-III on July 24, 1996, as amended on August 13, 1996 (the
"K-III 13E-4"), and relates to the Exchange Offer described therein. All
capitalized terms used herein but not otherwise defined shall have the
meanings given them in the K-III 13E-4.
The following information is furnished pursuant to General Instruction D to
Schedule 13E-4: The Exchange Offer expired at 12:00 a.m., New York City time,
on August 21, 1996. Pursuant to the terms of the Exchange Offer, K-III accepted
for exchange 2,000,000 shares of Old Preferred Stock constituting all
outstanding shares of Old Preferred Stock. The final results of the Exchange
Offer are set forth in Exhibit (a)(vi) hereto.
<PAGE>
3
Item 9. Material to be Filed as Exhibits.
- ------- ---------------------------------
(a)(i) Prospectus, dated July 24, 1996.*
(a)(ii) Letter of Transmittal with respect to the Old Preferred
Stock.*
(a)(iii) Instruction to Registered Holder from Beneficial Owner
of the Old Preferred Stock.*
(a)(iv) Form of Notice of Guaranteed Delivery with respect to
the Old Preferred Stock.*
(a)(v) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(vi) Press release issued by K-III on August 23, 1996.
(b) Not applicable.
(c) Registration Rights Agreement dated as of January 24,
1996 among K-III, Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
and Salomon Brothers, Inc.*
(d) Opinion of Simpson Thacher & Bartlett regarding the
material United States federal income tax consequences
to holders of the Old and New Preferred Stock.*
(e) See the Prospectus filed as Exhibit (a)(i) above.
(f) Not applicable.
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* Previously Filed.
<PAGE>
4
SIGNATURE
---------
After due inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this amended
statement is true, complete and correct.
K-III COMMUNICATIONS CORPORATION
By: /s/ Beverly C. Chell
--------------------------------------
Name: Beverly C. Chell
Title: Vice Chairman and Secretary
Dated: August 27, 1996
<PAGE>
5
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Page
Number Exhibit Number
------ ------- ------
(a)(i) Prospectus, dated July 24, 1996.*
(a)(ii) Letter of Transmittal with respect to the Old Preferred Stock.*
(a)(iii) Instruction to Registered Holder from Beneficial Owner of the
Old Preferred Stock.*
(a)(iv) Form of Notice of Guaranteed Delivery with respect to the Old
Preferred Stock.*
(a)(v) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(vi) Press release issued by K-III on August 23, 1996.
(b) Not applicable.
(c) Registration Rights Agreement dated as of January 24, 1996
among K-III, Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, and Salomon Brothers
Inc.*
(d) Opinion of Simpson Thacher & Bartlett regarding the material
United States federal income tax consequences to holders of the
Old and New Preferred Stock.*
(e) See the Prospectus filed as Exhibit (a)(i) above.
(f) Not applicable.
- ----------------
* Previously Filed.
</TABLE>
EXHIBIT 99.(a)(vi)
For Immediate Release Contact: Investor Relations (212) 745-0888
- ---------------------- Internet: http://www.k-iii.com
K-III COMPLETES EXCHANGE OFFERS
-------------------------------
New York, August 23, 1996- K-III Communications Corporation announced today
that its exchange agent, The Bank of New York, has completed the final count
of certificates representing 8 1/2% Senior Notes due 2006 and shares of
$10.00 Series C Exchangeable Preferred Stock tendered in connection with
K-III's exchange offers commenced on July 24, 1996 and completed on August
21, 1996. The final count showed that $300,000,000.00 in aggregate principal
amount of 8 1/2 % Senior Notes due 2006, representing 100% of the
notes outstanding (including notes subject to guarantee of delivery) and
2,000,000 shares of Series C Exchangeable Preferred Stock, representing
100% of the shares outstanding had been validly tendered and not withdrawn.
The 8 1/2% Senior Notes due 2006 and the shares of Series C Exchangeable
Preferred Stock so tendered will be exchanged for an equal number of a new
series of 8 1/2% Senior Notes due 2006 and shares of $10.00 Series D
Exchangeable Preferred Stock. The terms of the new series of 8 1/2% Senior
Notes and the Series D Exchangeable Preferred Stock are identical to the terms
of the outstanding series of 8 1/2% Senior Notes due 2006 and the Series C
Exchangeable Preferred Stock except that the new series of 8 1/2% Senior Notes
due 2006 and the Series D Exchangeable Preferred Stock are being issued in a
registered public offering while the outstanding series of 8 1/2% Senior Notes
due 2006 and the Series C Exchangeable Preferred Stock were issued in a
transaction exempt from registration and are restricted securities.
K-III Communications is a leading media company active in specialized
information, educational services and niche consumer and trade publications.
Some of its key brands include Channel One, Weekly Reader, Nelson Directories,
World Almanac, and Seventeen, Modern Bride, New York, and Soap Opera Digest
magazines.
