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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
PRIMEDIA INC.
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(Name of Issuer)
PRIMEDIA INC.
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(Name of Person(s) Filing Statement)
$9.20 SERIES E EXCHANGEABLE PREFERRED STOCK
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(Title of Class of Securities)
482727 70 8
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(CUSIP Number of Class of Securities)
ANN M. RIPOSANU, ESQ.
PRIMEDIA INC.
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
JANUARY 16, 1998
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(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
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This Final Amendment to the Issuer Tender Offer Statement on Schedule 13E-4
being filed by PRIMEDIA Inc. ("PRIMEDIA"), amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 filed by PRIMEDIA on January 16, 1998
(the "PRIMEDIA 13E-4"), and relates to the Exchange Offer described therein. All
capitalized terms used herein but not otherwise defined shall have the meaning
given to them in the PRIMEDIA 13E-4.
The following information is furnished pursuant to General Instruction D to
Schedule 13E-4: The Exchange Offer expired at 5:00 p.m., New York City time, on
February 17, 1998. Pursuant to the terms of the Exchange Offer, PRIMEDIA
accepted for exchange 1,250,000 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.
2
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ITEM 1. MATERIAL TO BE FILED AS EXHIBITS.
(a)(i) Prospectus, dated January 16, 1998.*
(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) 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 PRIMEDIA on February 17, 1998.
(b) Not applicable.
(c) Registration Rights Agreement dated as of September 26, 1997 among
PRIMEDIA, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated 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.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
PRIMEDIA INC.
By: /s/ BEVERLY C. CHELL
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Name: Beverly C. Chell
Title: Vice Chairman and Secretary
Dated: February 18, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT
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<C> <S>
(a)(i) Prospectus, dated January 16, 1998.*
(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) 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 PRIMEDIA on February 17, 1998.
(b) Not applicable.
(c) Registration Rights Agreement dated as of September 26, 1997 among PRIMEDIA, Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated 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.
</TABLE>
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* Previously filed.
5
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EXHIBIT (a)(vi)
<TABLE>
<S> <C>
For Immediate Release Contacts:
Investors: Warren Bimblick (212)745-0615
Media: David Adler 212-745-0177
Web-site: www.primediainc.com
</TABLE>
PRIMEDIA COMPLETES EXCHANGE OFFERING
NEW YORK, FEBRUARY 17, 1998--PRIMEDIA Inc. (NYSE: PRM) announced today that
its exchange agent, The Bank of New York, has completed the final count of
certificates representing shares of $9.20 Series E Exchangeable Preferred Stock
tendered in connection with PRIMEDIA's exchange offer commenced January 16, 1998
and completed on February 17, 1998. The final count showed 1,250,000 shares of
Series E Exchangeable Preferred Stock, representing 100% of the shares
outstanding, has been validly tendered and not withdrawn. The shares of Series E
Exchangeable Preferred so tendered will be exchanged for an equal number of
shares of $9.20 Series F Exchangeable Preferred Stock. The terms of the Series F
Exchangeable Preferred Stock are identical to the terms of the outstanding
Series E Exchangeable Preferred Stock except that Series F Exchangeable
Preferred Stock are being issued in a registered public offering while the
outstanding Series E Exchangeable Preferred Stock were issued in a transaction
exempt from registration and are restricted securities.
PRIMEDIA Inc. (formerly K-III Communications) is the authoritative source of
specialized information in targeted media (specialty magazines, technical and
trade magazines, consumer and business information) and education (classroom
learning and workplace learning). Some key brands include SEVENTEEN, NEW YORK,
CHICAGO, SOAP OPERA DIGEST, CHANNEL ONE, WEEKLY READER, WORLD ALMANAC,
HORTICULTURE, MODERN BRIDE, AMERICAN BABY and PRIMEDIA Workplace Learning.
