UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
K-III Communications Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
48272710
(CUSIP NUMBER)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 48272710 13G Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MA Associates LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
33,814,640
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 33,814,640
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,814,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.21%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
CUSIP No. 48272710 13G Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FP Associates LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
15,200,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 15,200,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,200,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.78%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
CUSIP No. 48272710 13G Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Magazine Associates LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
34,524,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 34,524,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,524,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.76%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
CUSIP No. 48272710 13G Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Publishing Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
9,375,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 9,375,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,375,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.27%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
CUSIP No. 48272710 13G Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Channel One Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
12,500,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 12,500,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.69%
12 TYPE OF REPORTING PERSON*
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
CUSIP No. 48272710 13G Page 7 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
1,472,625
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,472,625
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,625
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.14%
12 TYPE OF REPORTING PERSON*
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
Item 1.
(a) Name of Issuer
K-III Communications Corporation
(b) Address of Issuer's Principal Executive Offices
745 Fifth Avenue, New York, New York 10151.
Item 2.
(a) Names of Persons Filing
MA Associates, L.P.
FP Associates, L.P.
Magazine Associates, L.P.
Publishing Associates, L.P.
Channel One Associates, L.P.
KKR Partners II, L.P.
(b) Address of Principal Business Office or, if none, Residence
c/o Kohlberg Kravis Roberts & Co., L.P.
9 West 57th Street, New York, New York 10019.
(c) Citizenship
MA Associates, L.P. -- Delaware
FP Associates, L.P. -- Delaware
Magazine Associates, L.P. -- Delaware
Publishing Associates, L.P. -- Delaware
Channel One Associates, L.P. -- Delaware
KKR Partners II, L.P. -- Delaware
(d) Title of Class of Securities
Common Stock, par value $.01 per share.
(e) CUSIP Number
48272710
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the
Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
<PAGE>
(f) / / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(ii)(H)
Not applicable.
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right
to acquire.
(a) Amount Beneficially Owned
(b) Percent of Class
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition
of
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
As of December 31, 1996, MA Associates, L.P. was the owner
of 33,814,640 shares of the issuer's Common Stock, representing
26.21% of the outstanding shares of the issuer's Common Stock (based
on the number of shares of the issuer's Common Stock outstanding as
of December 31, 1996). MA Associates, L.P. has the sole power to
dispose of or to direct the disposition of the shares of the issuer's
Common Stock that it owns.
As of December 31, 1996, FP Associates, L.P. was the owner
of 15,200,000 shares of the issuer's Common Stock, representing
11.78% of the outstanding shares of the issuer's Common Stock (based
on the number of shares of the issuer's Common Stock outstanding as
of December 31, 1996). FP Associates, L.P. has the sole power to
dispose of or to direct the disposition of the shares of the issuer's
Common Stock that it owns.
As of December 31, 1996, Magazine Associates, L.P. was the
owner of 34,524,000 shares of the issuer's Common Stock, representing
26.76% of the outstanding shares of the issuer's Common Stock (based
on the number of shares of the issuer's Common Stock outstanding as
<PAGE>
of December 31, 1996). Magazine Associates, L.P. has the sole power
to dispose of or to direct the disposition of the shares of the
issuer's Common Stock that it owns.
As of December 31, 1996, Publishing Associates, L.P. was the
owner of 9,375,000 shares of the issuer's Common Stock, representing
7.27% of the outstanding shares of the issuer's Common Stock (based
on the number of shares of the issuer's Common Stock outstanding as
of December 31, 1996). Publishing Associates, L.P. has the sole
power to dispose of or to direct the disposition of the shares of the
issuer's Common Stock that it owns.
As of December 31, 1996, Channel One Associates, L.P. was
the owner of 12,500,000 shares of the issuer's Common Stock,
representing 9.69% of the outstanding shares of the issuer's Common
Stock (based on the number of shares of the issuer's Common Stock
outstanding as of December 31, 1996). Channel One Associates, L.P.
has the sole power to dispose of or to direct the disposition of the
shares of the issuer's Common Stock that it owns.
As of December 31, 1996, KKR Partners II, L.P. was the owner
of 1,472,625 shares of the issuer's Common Stock, representing 1.14%
of the outstanding shares of the issuer's Common Stock (based on the
number of shares of the issuer's Common Stock outstanding as of
December 31, 1996). KKR Partners II, L.P. has the sole power to
dispose of or to direct the disposition of the shares of the issuer's
Common Stock that it owns.
KKR Associates is the sole general partner of each of 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., in which capacity it may be deemed to beneficially
own any shares of the issuer's Common Stock deemed to be beneficially
owned 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. Each of Henry R. Kravis, George R. Roberts,
Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H.
Greene, Jr., Michael T. Tokarz, Perry Golkin, Clifton S. Robbins, Scott
M. Stuart and Edward A. Gilhuly are general partners of KKR Associates,
and each of Messrs. Kravis and Roberts are also members of the
Executive Committee of KKR Associates. As a result, each of the
general partners of KKR Associates may be deemed to beneficially own
any shares of the issuer's Common Stock that KKR Associates may
beneficially own or be deemed to beneficially own, but disclaim any
such beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
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. (collectively, the "Limited Partnerships") are
Delaware limited partnerships. The Limited Partnerships may be deemed
to be a group in relation to their respective investments in K-III
Communications Corporation. The Limited Partnerships do not affirm
the existence of a group.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
MA ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
FP ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
MAGAZINE ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
<PAGE>
PUBLISHING ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
CHANNEL ONE ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
<PAGE>
EXHIBIT
Exhibit 1. Joint Filing Agreement and Power of Attorney among 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., dated
February 12, 1997, relating to the filing of a joint
statement on Schedule 13G.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
We, the signatories of the statement on Schedule 13G to
which this Agreement is attached, hereby agree that such statement is, and
any amendments thereto filed by any of us will be, filed on behalf of each of
us. Each of us hereby constitutes and appoints each of James H. Greene, Jr.,
Clifton S. Robbins and Scott M. Stuart as our true and lawful agent and
attorney-in-fact, with full power of substitution and resubstitution, to
prepare, execute and file any such amendments, and any other documents that
any such agent and attorney-in-fact may consider advisable in connection with
the holdings described in this statement on Schedule 13G, on our behalf, and
hereby ratifies any such action by such agent and attorney-in-fact.
MA ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
FP ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
<PAGE>
MAGAZINE ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
PUBLISHING ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
CHANNEL ONE ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
<PAGE>
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES,
its General Partner
February 12, 1997
__________________________________________
Date
/s/ Salvatore J. Badalamenti
__________________________________________
Salvatore J. Badalamenti
Attorney-in-Fact
