<PAGE>
PRELIMINARY
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/X/ Definitive Information Statement
K-111 Communications Corporation
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY
K-III
COMMUNICATIONS
CORPORATION
WILLIAM F. REILLY 745 FIFTH AVENUE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER NEW YORK, NY 10151
October 27, 1997
Dear Stockholder:
I am pleased to inform you that effective November 18, 1997, the name of
the corporation will be officially changed to PRIMEDIA Inc. On the same
date, the company's New York Stock Exchange ticker symbol will be changed to
"PRM" from "KCC". As you know, over the last year, the company has been
completing the transition from a development company to a focused media
company with leading brands in the specialty media, education and information
fields. PRIMEDIA states our strategy in one word: focusing on prime
positioning in selected media.
The name PRIMEDIA acknowledges our company as the authoritative source
for specialized information.
The following Information Statement is provided to you in accordance
with federal and state law. You are not required to take any actions.
Sincerely,
/s/William F Reily
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Information Statement
The purpose of this Information Statement is to inform you, a
stockholder of K-III Communications Corporation (the "Company"), that
effective November 18, 1997, the Certificate of Incorporation of the Company
will be amended to change the name of the Company to "PRIMEDIA Inc." The
amendment was approved by the Board of Directors on September 6, 1997 and by
written consent dated October 17, 1997 by stockholders holding Shares of the
Company's Common Stock $.01 par value per Share (the "Shares") representing
over 80% of the Shares outstanding and entitled to vote on the amendment of
the Certificate of Incorporation. On October 17, 1997, there were
129,458,030 authorized and outstanding Shares.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Pursuant to Section 228 of the Delaware General Corporation Law, no
meeting of shareholders need be held to authorize the amendment so long as it
is approved by stockholders holding Shares representing more than 50% of the
Shares outstanding and entitled to vote or consent and notice of such action
is given to the other stockholders of the taking of such action.
This Information Statement is being delivered to all holders of Shares
on October 17, 1997.
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Why PRIMEDIA?
The Company's well-known media brands are the prime sources of authoritative
information in more than 200 specialty niches. In fact, the Company holds the
#1 or #2 position in more than 80% of these niche markets and commands an
average market share of 59%. Some of its best known brands are
Seventeen, Weekly Reader, Channel One, New York Magazine, Ward's and Soap
Opera Digest. The collective power of these brands is an important component
of the Company's strategy.
PRIMEDIA communicates the Company's strategy in just one word, a word that is
also its name. It reflects the "prime" positioning the Company has in
specialized "media" niches.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of shares as of October 1, 1997 by (i) each beneficial owner of
more than five percent of the Company's outstanding shares (ii) each of the
Company's directors, (iii) each of the Company's four executive officers
highest paid executive officers and (iv) all directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
Number of
Shares Beneficially
Name Owned(1)(2) Percentage
---- -------------------- ----------
<S> <C> <C>
KKR Associates (3)
9 West 57th Street
New York, New York 10019.......... 106,886,265 82.6%
William F. Reilly (2)(4)........... 4,591,653 3.5
Charles G. McCurdy (2)(5).......... 2,366,612 1.8
Beverly C. Chell (2)............... 2,036,357 1.6
Jack L. Farnsworth (2)............. 240,300 *
Henry R. Kravis (3)................ -- --
Meyer Feldberg..................... 6,250 *
Perry Golkin (3)................... 3,000 *
George R. Roberts (3).............. -- --
Michael T. Tokarz (3).............. 5,000 *
All directors and executive
officers as a group (12 persons).. 9,742,592 7.1
</TABLE>
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(1) For purposes of this table, a person or group is deemed to have
"beneficial ownership" of any shares as of a given date which such person
has the right to acquire within 60 days after such date. For purposes of
computing the percentage of outstanding shares held by each person or group
of persons named above on a given date, any security which such person or
persons has the right to acquire within 60 days after such date is deemed
to be outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage of ownership of any other person.
(2) Of the shares shown as owned, 3,042,960, 1,949,798, 1,622,484
and 266,800 shares, respectively, for Messrs. Reilly and McCurdy,
Ms. Chell and Mr. Farnsworth are in fact represented by Options which
were either exercisable on October 1, 1997 or become exercisable within
60 days thereafter.
(3) Shares shown as owned by KKR Associates are owned of record by MA
Associates, L.P., FP Associates, L.P., Magazine Associates,
L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR
Partners II, L.P., of which KKR Associates is the sole general partner
and as to which it possessed sole voting and investment power. Messrs,
Kravis, Roberts, Tokarz and Golkin (directors of K-III) and Robert I.
MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene,
Edward A. Gilhuly, Clifton S. Robbins and Scott M. Stuart, as the
general partners of KKR Associates, may be deemed to share beneficial
ownership of the shares shown as beneficially owned by KKR Associates.
Such persons disclaim beneficial ownership of such shares.
(4) Disclaims beneficial ownership of 200,000 of such shares.
(5) Disclaims beneficial ownership of 160,000 of such shares.
(6) Information is not included for the late Harry A. McQuillan, who was one
of the Company's five highest paid executive officers in 1996. It is
believed that Mr. McQuillan's estate sold all of his Shares in
September 1997.
* Less than one percent.
Other Matters
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The Company has retained D.F. King to assist in the providing of this
Information Statement to the Company's stockholders.
Beverly C. Chell
Vice Chairman and Secretary
October 27, 1997
