UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PRIMEDIA Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
74157K101
-----------------------------------------
(CUSIP Number)
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., KKR
Associates, KKR 1996 Fund L.P., KKR Associates 1996 L.P., KKR 1996 GP LLC
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 19, 1998
-----------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 purpose 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>
SCHEDULE 13D
CUSIP No. 74157K101 Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MA ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 33,814,640
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 33,814,640
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,814,640
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FP ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 15,200,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 15,200,000
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 4 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAGAZINE ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 34,524,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 34,524,000
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,524,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 5 of 19 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) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 9,375,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 9,375,000
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,375,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 6 of 19 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) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 12,500,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 12,500,000
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 7 of 19 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) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,472,625
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,472,625
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,625
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 8 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 123,552,932
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
123,552,932
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,552,932
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.1
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 9 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR 1996 FUND L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 16,666,667
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 16,666,667
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,666,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 10 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES 1996 L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 16,666,667
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 16,666,667
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,666,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 74157K101 Page 11 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR 1996 GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 123,552,932
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
123,552,932
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,552,932
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.1
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Page 12 of 19 Pages
Item 1. Security and Issuer.
This statement relates to shares of common stock, $.01 par value
per share, of PRIMEDIA Inc. ("Issuer's Common Stock"), a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
745 Fifth Avenue, New York, New York 10151.
Item 2. Identity and Background.
This statement is being filed jointly by MA Associates, L.P., a
Delaware limited partnership ("MA Associates"), FP Associates, L.P., a
Delaware limited partnership ("FP Associates"), Magazine Associates, L.P., a
Delaware limited partnership ("Magazine Associates"), Publishing Associates,
L.P., a Delaware limited partnership ("Publishing Associates"), Channel One
Associates, L.P., a Delaware limited partnership ("Channel One Associates"),
KKR Partners II, L.P., a Delaware limited partnership ("Partners"), KKR
Associates, a New York limited partnership ("KKR Associates"), which is the
sole general partner of MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates and Partners (MA Associates, FP
Associates, Magazine Associates, Publishing Associates, Channel One
Associates, Partners and KKR Associates, collectively, the "Existing
Stockholders"), and KKR 1996 GP LLC, a Delaware limited liability company
("KKR 1996 LLC"), KKR Associates 1996 L.P., a Delaware limited partnership of
which KKR 1996 LLC is the sole general partner ("KKR Associates 1996"), and
KKR 1996 Fund L.P., a Delaware limited partnership of which KKR Associates
1996 is the sole general partner ("KKR 1996 Fund") (the Existing
Stockholders, KKR 1996 Fund, KKR Associates 1996 and KKR 1996 LLC,
collectively, the "Reporting Persons"). The agreement among the Reporting
Persons relating to the joint filing of this statement is attached as Exhibit
1 hereto.
The Existing Stockholders previously reported their beneficial
ownership in statements on Schedule 13G and this Statement constitutes an
amendment to such prior statements.
Each of MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates and Partners is principally
engaged in the business of investing in securities.
The sole general partner of MA Associates, FP Associates, Magazine
Associates, Publishing Associates, Channel One Associates and Partners is KKR
Associates. KKR Associates is principally engaged in the business of
investing through partnerships in other companies.
KKR 1996 Fund is principally engaged in the business of investing
in other companies. Each of KKR Associates 1996 and KKR 1996 LLC is
principally engaged in the business of investing through partnerships in
other companies.
The address of the principal business and office of each of the
Reporting Persons is 9 West 57th Street, New York, New York 10019.
<PAGE>
Page 13 of 19 Pages
Messrs. Henry R. Kravis and George R. Roberts are the managing
members of KKR 1996 LLC and are also the members of the Executive Committee
of KKR Associates. The other members of KKR 1996 LLC are Messrs. 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. Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson,
Greene, Tokarz, Golkin, Robbins, Stuart and Gilhuly are also general
partners of KKR Associates. Messrs. Kravis, Roberts, MacDonnell, Raether,
Michelson, Greene, Tokarz, Golkin, Robbins, Stuart and Gilhuly are each
United States citizens, and the present principal occupation or employment
of each is as a managing member or member of KKR & Co. L.L.C., which is
the general partner of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), a
private investment firm, the addresses of which are 9 West 57th Street,
New York, New York 10019 and 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025. The business address of each of Messrs. Kravis, Raether,
Golkin, Tokarz, Robbins and Stuart is 9 West 57th Street, New York, New
York 10019; the business address of each of Messrs. Roberts, MacDonnell,
Michelson, Greene and Gilhuly is 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025.
During the last five years, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the other persons named
in this Item 2: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 hereof, the funds used by KKR
1996 Fund in connection with the transactions described herein were provided
from general funds available to the KKR 1996 Fund.
Item 4. Purpose of Transaction.
Pursuant to the Securities Purchase Agreement, dated as of February
5, 1998, between KKR 1996 Fund and the Issuer, on March 19, 1998, KKR 1996
Fund purchased 16,666,667 shares of the Issuer's Common Stock for a net
purchase price of $12 per share in cash and an aggregate purchase price of
$200,000,004.
Concurrently with the execution and delivery of the Securities
Purchase Agreement, the Issuer, the Existing Stockholders (excluding KKR
Associates) and KKR 1996 Fund (collectively, the "Stockholders") entered
into an amended and restated registration rights agreement, dated as of
February 5, 1998 (the "Registration Rights Agreement"), which amended
and restated the Registration Rights Agreements dated as of March 1, 1995
and December 31,1993 among the Issuer and certain of the Existing Stockholders.
<PAGE>
Page 14 of 19 Pages
Pursuant to the Registration Rights Agreement, Stockholders holding
at least 15% of the Registrable Securities (as defined below) have the right
to require the Issuer to file a registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), covering the registration of
any or all of the shares of the Issuer's Common Stock issued or issuable to
the Stockholders and any other shares of the Issuer's Common Stock issued or
distributed in respect thereof (the "Registrable Securities"). The
Stockholders are entitled to an unlimited number of "demand" registration
rights under the Registration Rights Agreement, provided that the Issuer has
agreed to pay all registration expenses (which exclude underwriting discounts
and commissions) ("Registration Expenses") only in connection with the first
twenty demand registrations. All expenses for any subsequent registrations
are required to be paid pro rata by the Issuer and all other Stockholders
participating in such registration. The Stockholders also have unlimited
"piggyback" rights, with respect to registrations made by the Issuer,
including registrations made on behalf of other stockholders of the Issuer.
All Registration Expenses in connection with any "piggyback" registration are
required to be paid by the Issuer. The Stockholders' demand and piggyback
registration rights are subject to customary restrictions and limitations.
In connection with any registration statement filed pursuant to the
Registration Rights Agreement, the Issuer and the Stockholders have agreed to
indemnify each other against certain liabilities, including certain
liabilities under the Securities Act.
The registration rights with respect to the Registrable Securities
shall be for the benefit of and enforceable by any subsequent holder of any
Registrable Security.
Pursuant to the Registration Rights Agreement, the Stockholders
have agreed not to sell shares of any equity securities of the Issuer within
7 days before or 90 days after the effective date of such registration in
connection with any underwritten public offering.
The preceding summary of certain provisions of the Securities
Purchase Agreement and the Registration Rights Agreement is not intended to
be complete and is qualified in its entirety by reference to the full text of
such agreements, copies of which are filed as Exhibits 2 and 3 hereto,
respectively, and which are incorporated herein by reference.
Messrs. Kravis, Roberts, Tokarz and Golkin are directors of the
Issuer.
The Reporting Persons intend to review on a continuing basis their
investment in the Issuer. Subject to the limitations described above, the
Reporting Persons may decide to increase or decrease their investment in the
Issuer depending upon the price and availability of the Issuer's securities,
subsequent developments affecting the Issuer, the Issuer's business and
prospects, other investment and business opportunities available to the
Reporting Persons, general stock market and economic conditions, tax
considerations and other factors.
<PAGE>
Page 15 of 19 Pages
Other than as described above, none of the Reporting Persons has
any plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D
(although they reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of March 30, 1998, MA Associates, FP Associates,
Magazine Associates, Publishing Associates, Channel One Associates and
Partners were the owners of 33,814,640, 15,200,000, 34,524,000, 9,375,000,
12,500,000 and 1,472,625 shares, respectively, of the Issuer's Common Stock,
representing 23.0%, 10.3%, 23.5%, 6.4%, 8.5% and 1.0%, respectively, 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 February 19, 1998, as
reported in the Definitive Proxy Statement filed by the Issuer on February
26, 1998, plus the number of shares of the Issuer's Common Stock issued to
KKR 1996 Fund in conjunction with the Securities Purchase Agreement (as
described above)). Each of MA Associates, FP Associates, Magazine
Associates, Publishing Associates, Channel One Associates and Partners 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 has the power to direct the voting of and
disposition of any shares of the Issuer's Common Stock deemed to be
beneficially owned by MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates and Partners. As a result, KKR
Associates may be deemed to beneficially own any shares of the Issuer's
Common Stock deemed to be beneficially owned by MA Associates, FP Associates,
Magazine Associates, Publishing Associates, Channel One Associates and
Partners. Each of Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson,
Greene, Tokarz, Golkin, Robbins, Stuart and Gilhuly are general partners of
KKR Associates, and each of Messrs. Kravis and Roberts are also the 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 Issuer Common Stock that KKR Associates may beneficially own or be
deemed to beneficially own. Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that any Reporting
Person or other person described in Item 2 is the beneficial owner of the
Issuer Common Stock referred to in this paragraph for purposes of Section
13(d) of the Exchange Act or for any other purpose, and such beneficial
ownership is expressly disclaimed.
As of March 30, 1998, KKR 1996 Fund was the owner of 16,666,667
shares of the Issuer's Common Stock, representing 11.3% 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 February 19, 1998, as reported in the
Definitive Proxy Statement filed by the Issuer on February 26, 1998, combined
with the number of shares of the Issuer's Common Stock issued to KKR 1996
Fund in conjunction with the Securities Purchase Agreement (as described
above)). KKR 1996 Fund has the sole power to dispose of or to direct the
disposition of the shares of the Issuer's Common Stock that it owns.
<PAGE>
Page 16 of 19 Pages
KKR Associates 1996 has the power to direct the voting of and
disposition of any shares of the Issuer's Common Stock beneficially owned by
KKR 1996 Fund. As a result, KKR Associates 1996 may be deemed to
beneficially own any shares of the Issuer's Common Stock beneficially owned
by KKR 1996 Fund. KKR 1996 LLC, as the sole general partner of KKR
Associates 1996, has the power to direct the voting of and disposition of any
shares of the Issuer's Common Stock deemed to be beneficially owned by KKR
Associates 1996. As a result, KKR 1996 LLC may be deemed to beneficially own
any shares of the Issuer's Common Stock deemed to be beneficially owned by
KKR Associates 1996. Messrs. Kravis and Roberts, as the managing members of
KKR 1996 LLC, and each of Messrs. MacDonnell, Raether, Michelson, Greene,
Tokarz, Golkin, Robbins, Stuart and Gilhuly, as the other members of KKR 1996
LLC, may be deemed to beneficially own any shares of the Issuer's Common
Stock that KKR 1996 LLC may be deemed to beneficially own. Each such
individual disclaims beneficial ownership of such shares.
The Reporting Persons may be deemed to be a group in relation to
their respective investments in the Issuer.
(c) Messrs. Tokarz and Golkin are the beneficial owners of 5,000
and 3,000 shares, respectively, of the Issuer's Common Stock. Messrs. Golkin
and Tokarz each have sole power to dispose of or direct the disposition of
their respective shares of the Issuer's Common Stock.
Except as set forth in Item 4 and this Item 5, to the best
knowledge of each of the Reporting Persons, none of the Reporting Persons and
no other person described in Item 2 hereof has beneficial ownership of, or
has engaged in any transaction during the past 60 days in, any shares of the
Issuer's Common Stock.
(d) Except as set forth in this Item 5, to the best knowledge of
the Reporting Persons, no other person has the right to receive dividends
from, or the proceeds from the sale of, the shares of the Issuer's Common
Stock referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings
with Respect to Securities of the Issuer.
Except as set forth in this Statement, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power over the securities of the Issuer.
<PAGE>
Page 17 of 19 Pages
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of March 30, 1998, between 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., KKR Associates, KKR 1996 Fund L.P., KKR
Associates 1996 L.P. and KKR 1996 GP LLC relating to the filing of
a joint statement on Schedule 13D.
2. Securities Purchase Agreement, dated as of February 5, 1998,
between PRIMEDIA Inc. and KKR 1996 Fund L.P.
3. Amended and Restated Registration Rights Agreement, dated as of
February 5, 1998, between PRIMEDIA Inc., 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. and KKR
1996 Fund L.P.
<PAGE>
Page 18 of 19 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
MA ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
FP ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
MAGAZINE ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
PUBLISHING ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
CHANNEL ONE ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
<PAGE>
Page 19 of 19 Pages
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
KKR ASSOCIATES
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
KKR 1996 FUND L.P.
By: KKR ASSOCIATES 1996 L.P.
Its General Partner
By: KKR 1996 GP LLC
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A Member
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A Member
KKR 1996 GP LLC
By: /s/ Michael T. Tokarz
-----------------------
A Member
DATED: March 30, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
1. Joint Filing Agreement, dated as of March 30, 1998, between 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., KKR Associates, KKR 1996 Fund
L.P., KKR Associates 1996 L.P. and KKR 1996 GP LLC relating to
the filing of a joint statement on Schedule 13D.
2. Securities Purchase Agreement, dated as of February 5, 1998,
between PRIMEDIA Inc. and KKR 1996 Fund L.P.
3. Amended and Restated Registration Rights Agreement, dated as
of February 5, 1998, between PRIMEDIA Inc., 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. and KKR 1996 Fund L.P.
EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D 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.
MA ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
FP ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
MAGAZINE ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Toharz
A General Partner
PUBLISHING ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Toharz
A General Partner
<PAGE>
CHANNEL ONE ASSOCIATES, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
KKR ASSOCIATES
By: /s/ Michael T. Tokarz
-----------------------
A General Partner
KKR 1996 FUND L.P.
By: KKR ASSOCIATES 1996 L.P.
Its General Partner
By: KKR 1996 GP LLC
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A Member
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC
Its General Partner
By: /s/ Michael T. Tokarz
-----------------------
A Member
<PAGE>
KKR 1996 GP LLC
By: /s/ Michael T. Tokarz
-----------------------
A Member
DATED: March 30, 1998
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT dated as of February 5, 1998 between
PRIMEDIA Inc., a Delaware corporation ("PRIMEDIA") and KKR 1996 Fund L.P., a
Delaware limited partnership ("KKR 1996").
I. STOCK SALE TO KKR 1996
1.1 Purchase of Common Stock.
Subject to all of the terms and conditions of this Agreement, KKR
1996 hereby agrees to purchase from PRIMEDIA, and PRIMEDIA agrees to sell to
KKR 1996, 16,666,667 shares of PRIMEDIA common stock, par value $.01 per
share ("KKR 1996 Shares"), for $12 per share, for an aggregate purchase price
of $200,000,004 (the "Purchase Price"). Such purchase shall be made 20 days
after an information statement regarding the purchase has been sent to the
stockholders of PRIMEDIA pursuant to Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended, or the earliest business day
thereafter upon which PRIMEDIA receives clearance of the purchase under the
Hart-Scott-Rodino Antitrust Improvements Act. The closing of the purchase
will take place at the offices of Simpson Thacher & Bartlett, 425 Lexington
Avenue, New York, New York 10017. At the closing KKR 1996 will pay to
PRIMEDIA the Purchase Price, in immediately available funds, against its
receipt of duly executed stock certificates, representing the KKR 1996
Shares, registered in the name of KKR 1996 on the books of Primedia.
1.2 Management Rights. After the Closing and for so long as the
Purchaser owns any equity or debt securities of PRIMEDIA, KKR 1996 shall have
the right to elect at least one member of the Board of Directors to PRIMEDIA.
KKR 1996 shall also have at all times after the closing the right to (i)
inspect and copy books and records of PRIMEDIA; (ii) visit and inspect the
PRIMEDIA properties; (iii) receive financial statements, operating reports
<PAGE>
and budgets of PRIMEDIA; (iv) receive materials sent to the PRIMEDIA Board of
Directors; and (v) consult with and provide non-binding advice to PRIMEDIA
management on significant corporate actions.
II. PURCHASER'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS
2.1 Investment Intention. KKR 1996 represents and warrants that
it is purchasing the KKR 1996 Shares solely for its own account for the
purpose of investment and not with a view to or for sale in connection with
any distribution of any thereof. KKR 1996 agrees that it will not, directly
or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise
dispose of any of the KKR 1996 Shares (or solicit any offers to buy,
purchase, or otherwise acquire or take a pledge of any of the Shares), except
in compliance with the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations thereunder.
2.2 Legends. The certificate (or certificates) representing the
KKR 1996 Shares shall bear the following legend (until such time as
subsequent transfers thereof are no longer restricted in accordance with the
Act):
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT
BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS OR THE
RULES AND REGULATIONS THEREUNDER."
2.3 Federal Securities Laws Matters. KKR 1996 represents that it
is familiar with Release No. 5226 issued by the Securities and Exchange
Commission (the "SEC") under the Act, it has consulted with its counsel with
regard thereto, and it is fully aware of the position of the SEC limiting the
resale to the public of any of the KKR 1996 Shares.
2.4 Compliance with Rule 144. If any of the KKR 1996 Shares are
disposed of in accordance with Rule 144 under the Act, KKR 1996 shall deliver
to PRIMEDIA at or prior to the time of such disposition an executed copy of
<PAGE>
Form 144 (if required by Rule 144) and such other documentation as PRIMEDIA
may reasonably require in connection with such sale.
2.5 Ability to Bear Risk. KKR 1996 represents and warrants that
(a) the financial situation of KKR 1996 is such that it can afford to bear
the economic risk of holding the unregistered KKR 1996 Shares for an
indefinite period and (b) it can afford to suffer the complete loss of its
investment in the KKR 1996 Shares.
2.6 Access to Information; Evaluation of Risks. KKR 1996
represents and warrants that (a) it understands and has taken cognizance of
all the risk factors related to the purchase of the KKR 1996 Shares, (b) it
has received and carefully reviewed information regarding the business of
PRIMEDIA and has been granted the opportunity to ask questions of, and
receive answers from, representatives of PRIMEDIA concerning the terms and
conditions of the purchase of the KKR 1996 Shares and to obtain any
additional information which it deems necessary to verify the accuracy or
completeness of the information furnished to it and (c) its knowledge and
experience in financial and business matters is such that it is capable of
evaluating the risks of the investment in the KKR 1996 Shares.
III. RULE 144
PRIMEDIA agrees that it will use its best efforts to file in a
timely manner all reports required to be filed by it pursuant to the
Securities Exchange Act of 1934, as amended, and, upon request of KKR 1996 or
a transferee of KKR 1996 Shares, will furnish KKR 1996 with such information
as may be necessary to enable KKR 1996 to effect routine sales pursuant to
Rule 144 under the Act.
IV. REGISTRATION RIGHTS
KKR 1996 will have such rights to have the KKR 1996 Shares
registered under the Act as may be provided in any Registration Rights
<PAGE>
Agreement entered into by KKR 1996, PRIMEDIA and other holders or purchasers
of shares of Common Stock of PRIMEDIA on or after the date hereof.
V. MISCELLANEOUS
5.1 Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if delivered personally or sent by certified mail,
return receipt requested, postage prepaid, to the parties to this Agreement
at the following addresses or to such other address as either party to this
Agreement shall specify by notice to the other:
if to PRIMEDIA, to it at:
PRIMEDIA Inc.
745 Fifth Avenue
New York, NY 10151
Attention: Beverly Chell, Esq.
With a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attention: Gary I. Horowitz, Esq.
if to KKR 1996, to it at:
KKR 1996 Fund L.P.
9 West 57th Street
New York, NY 10019
Attention: Perry Golkin
With a copy to:
Latham & Watkins
885 Third Avenue
New York, NY 10022
Attention: Scott Bowie, Esq.
All such notices and communications shall be deemed to have been received on
the date of delivery or on the third business day after the mailing thereof.
5.2 Binding Effect; Benefits. This Agreement shall be binding
upon and inure to the benefit of the parties to this Agreement and their
<PAGE>
respective successors and assigns. Except as provided in Article V, nothing
in this Agreement, express or implied, is intended or shall be construed to
give any person other than the parties to this Agreement or their respective
successors or assigns any legal or equitable right, remedy or claim under or
in respect of any agreement or any provision contained herein.
5.3 Waiver. Either party hereto may by written notice to the
other (a) extend the time for the performance of any of the obligations or
other actions of the other under this Agreement; (b) waive compliance with
any of the conditions or covenants of the other contained in this Agreement;
and (c) waive or modify performance of any of the obligations of the other
under this Agreement. Except as provided in the preceding sentence, no
action taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any
representations, warranties, covenants or agreements contained herein. The
waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any preceding or succeeding
breach and no failure by any party to exercise any right or privilege
hereunder shall be deemed a waiver of such party's rights or privileges
hereunder or shall be deemed a waiver of such party's rights to exercise the
same at any subsequent time or times hereunder.
5.4 Amendment. This Agreement may be amended, modified or
supplemented only by a written instrument executed by KKR 1996 and PRIMEDIA.
5.5 Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by PRIMEDIA or KKR 1996 without the prior written consent of the
other party.
5.6 Expenses. PRIMEDIA agrees that, whether or not the
transactions contemplated by this Agreement are consummated, PRIMEDIA will
<PAGE>
pay or cause to be paid all costs and expenses arising in connection with the
preparation, execution, administration and enforcement of, and the
preservation of rights under, this Agreement, including, without limitation:
(a) all taxes (other than taxes based on income), fees or other
charges which may be payable in connection with the sale or purchase of
the KKR 1996 Shares pursuant to this Agreement;
(b) all expenses incurred by KKR 1996 in connection with the
maintenance of its books and records, preparation of tax returns and
delivery of tax information to its partners;
(c) an allocable portion of certain expenses incurred by KKR 1996
in connection with its organization in an amount not to exceed $10,000
in the aggregate, including, without limitation, legal fees; and
(d) all reasonable travel and other out-of-pocket expenses of the
general partner of KKR 1996 incurred in connection with KKR 1996's
ownership of the KKR 1996 Shares.
In addition, after consummation of the transactions contemplated by this
Agreement and so long as KKR 1996 owns any shares of common stock acquired
pursuant to this Agreement, PRIMEDIA will reimburse KKR 1996 or the general
partner of KKR 1996 for all costs incurred in transmitting information
regarding PRIMEDIA to the limited partners of KKR 1996 or in distributing
dividends or other distributions received from PRIMEDIA to the limited
partners of KKR 1996.
5.7 Indemnification. Whether or not the transactions contemplated
hereby are consummated, PRIMEDIA agrees to indemnify and hold harmless KKR
1996, its limited and general partners and its affiliates (and the partners,
members, directors, officers, affiliates and controlling persons of each of
the foregoing) (each a "KKR 1996 Indemnitee") from and against any
liabilities, obligations, losses, damages, deficiencies, obligations, fines
and assessments, penalties, actions, judgments, suits, claims, costs,
<PAGE>
injuries, demands, proceedings, investigations, arbitrations (including
shareholder claims, actions, injuries, demands, suits, judgments,
proceedings, investigations or arbitrations) and disbursements, including,
without limitation, accountant's and attorney's fees and expenses incurred by
a KKR 1996 Indemnitee before or after the date of this Agreement and arising
out of, resulting from, or relating to (i) the operations of PRIMEDIA, (ii)
KKR 1996's purchase and/or ownership of the KKR 1996 Shares or (iii) any
litigation to which a KKR 1996 Indemnitee is made a party in its capacity as
a shareholder or owner (or a partner, member, director, officer, affiliate or
controlling person of a shareholder or owner) of securities of PRIMEDIA.
5.8 Limited Liability of Partners. Notwithstanding any other
provision of this Agreement, neither the general partner nor the limited
partners nor any future general or limited partner of KKR 1996 shall have any
personal liability for performance of any obligation of KKR 1996 under this
Agreement in excess of the respective capital contribution of such general
partner and limited partners to KKR 1996.
5.9 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of New York.
5.10 Section and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
5.11 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, PRIMEDIA and KKR 1996 have executed this
Agreement as of the day and year first above written.
PRIMEDIA, INC.
By:/s/ Beverly Chell
Name: Beverly Chell
Title: Vice-Chairman and
Secretary
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P.
Its General Partner
By: KKR 1996 GP LLC
By:/s/ Perry Golkin
A General Partner
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as
of February 5, 1998 is made and entered into by PRIMEDIA Inc., formerly K-III
Communications Corporation, a Delaware corporation (the "Company"), KKR 1996
Fund L.P., a Delaware limited partnership ("KKR 1996"), Publishing
Associates, L.P., a Delaware limited partnership ("Publishing Associates"),
MA Associates, L.P., a Delaware limited partnership ("MA Associates"), FP
Associates, L.P., a Delaware limited partnership ("FP Associates"), Magazine
Associates, L.P., a Delaware limited partnership ("Magazine Associates"), KKR
Partners II, L.P., a Delaware limited partnership ("Partners"), and Channel
One Associates, L.P., a Delaware limited partnership ("Channel One
Associates").
1. Background. (a) Pursuant to a Securities Purchase Agreement,
dated as of February 5, 1998 (the "Stock Purchase Agreement"), between the
Company and KKR 1996, the Company has sold to KKR 1996 an aggregate of
16,666,667 shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), at a purchase price of $12 per share, for an aggregate
purchase price of $200,000,004.
(b) The Company and Channel One Associates are parties to a
Registration Rights Agreement dated as of March 1, 1995. This Amended and
Restated Registration Rights amends and restates such agreement in its
entirety.
(c) The Company, Publishing Associates, MA Associates, FP
Associates, Magazine Associates and Partners are parties to an Amended and
Restated Registration Rights Agreement dated as of December 31, 1993. This
Amended and Restated Registration Rights Agreement amends and restates such
agreement in its entirety.
2. Definitions. As used in this Agreement, the following
capitalized terms shall have the following respective meanings:
Exchange Act - The Securities Exchange Act of 1934, as amended.
Holder - Any party hereto (other than the Company) and any holder
of Registrable Securities who agrees in writing to be bound by the provisions
of this Agreement.
Person - Any individual, partnership, limited liability company,
joint venture, corporation, trust, unincorporated organization or government
or any department or agency thereof.
Registrable Securities - Any Common Stock issued or issuable to any
party to this Amended and Restated Registration Rights Agreement (other than
the Company) and any Common Stock which may be issued or distributed in
respect of such Common Stock by way of stock dividend or stock split or other
distribution, recapitalization or reclassification. As to any particular
Registrable Securities, once issued such Securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such Securities shall have become effective under the Securities Act
and such Securities shall have been disposed of in accordance with such
registration statement, (ii) they shall have been distributed to the public
<PAGE>
pursuant to Rule 144 or 144A (or any successor provisions) under the
Securities Act, (iii) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall
not require registration or qualification of them under the Securities Act or
any state securities or blue sky law then in force, or (iv) they shall have
ceased to be outstanding.
Registration Expenses - Any and all expenses incident to
performance of or compliance with this Agreement, including, without
limitation, (i) all SEC and stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses of complying with securities or blue sky laws (including fees and
disbursements of counsel for the underwriters in connection with blue sky
qualifications of the Registrable Securities), (iii) all printing, messenger
and delivery expenses, (iv) all fees and expenses incurred in connection with
the listing of the Registrable Securities on any securities exchange pursuant
to clause (viii) of Section 5, (v) the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses
of any special audits and/or "cold comfort" letters required by or incident
to such performance and compliance, (vi) the reasonable fees and
disbursements of one counsel selected by the Holders of a majority of the
Registrable Securities being registered to represent all Holders of the
Registrable Securities being registered in connection with each such
registration, and (vii) any fees and disbursements of underwriters
customarily paid by the issuers or sellers of securities, including liability
insurance if the Company so desires or if the underwriters so require, and
the reasonable fees and expenses of any special experts retained in
connection with the requested registration, but excluding underwriting
discounts and commissions and transfer taxes, if any.
Securities Act - The Securities Act of 1933, as amended.
SEC - The Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act or the Exchange Act.
3. Incidental Registrations.
(a) Right to Include Registrable Securities. If the Company at
any time after the date hereof proposes to register its Common Stock under
the Securities Act (other than a registration on Form S-4 or S-8, or any
successor or other forms promulgated for similar purposes), whether or not
for sale for its own account, pursuant to a registration statement on which
it is permissible to register Registrable Securities for sale to the public
under the Securities Act, it will each such time give prompt written notice
to all Holders of Registrable Securities of its intention to do so and of
such Holders' rights under this Section 3. Upon the written request of any
such Holder made within 15 days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of
by such Holder), the Company will use its best efforts to effect the
registration under the Securities Act of all Registrable Securities which the
Company has been so requested to register by the Holders thereof; provided,
that (i) if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to proceed with the proposed registration of the
securities to be sold by it, the Company may, at its election, give written
<PAGE>
notice of such determination to each Holder of Registrable Securities and,
thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation
to pay the Registration Expenses in connection therewith), and (ii) if such
registration involves an underwritten offering, all Holders of Registrable
Securities requesting to be included in the Company's registration must sell
their Registrable Securities to the underwriters selected by the Company on
the same terms and conditions as apply to the Company, with such differences,
including any with respect to indemnification and liability insurance, as may
be customary or appropriate in combined primary and secondary offerings. If
a registration requested pursuant to this Section 3(a) involves an
underwritten public offering, any Holder of Registrable Securities requesting
to be included in such registration may elect, in writing prior to the
effective date of the registration statement filed in connection with such
registration, not to register such securities in connection with such
registration.
(b) Expenses. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities requested
pursuant to this Section 3.
(c) Priority in Incidental Registrations. If a registration
pursuant to this Section 3 involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the amount
of securities requested to be included in such registration exceeds the
amount which can be sold in such offering, so as to be likely to have an
adverse effect on such offering as contemplated by the Company (including the
price at which the Company proposes to sell such securities), then the
Company will include in such registration (i) first, 100% of the securities
the Company proposes to sell, (ii) second, to the extent of the amount of
Registrable Securities requested to be included in such registration which,
in the opinion of such managing underwriter, can be sold without having the
adverse effect referred to above, the amount of Registrable Securities which
the Holders have requested to be included in such registration, such amount
to be allocated pro rata among all requesting Holders on the basis of the
relative number of shares of Registrable Securities then held by each such
Holder (provided that any Registrable Securities thereby allocated to any
such Holder that exceed such Holder's request will be reallocated among the
remaining requesting Holders in like manner).
4. Registration on Request.
(a) Request by Holders. Upon the written request of any Holder
or Holders who, in the aggregate, own at least 15% of the Registrable
Securities then outstanding that the Company effect the registration under
the Securities Act of all or part of such Holder's or Holders' Registrable
Securities and specifying the intended method of disposition thereof, the
Company will promptly give written notice of such requested registration to
all other Holders of Registrable Securities, and thereupon will, as
expeditiously as possible, use its best efforts to effect the registration
under the Securities Act of:
(i) the Registrable Securities which the Company has been so
requested to register by such Holder or Holders; and
(ii) all other Registrable Securities which the Company has been
requested to register by any other Holder thereof by written request
<PAGE>
given to the Company within 15 days after the giving of such written
notice by the Company (which request shall specify the intended method
of disposition of such Registrable Securities),
so as to permit the disposition (in accordance with the intended method
thereof as aforesaid) of the Registrable Securities so to be registered;
provided, that, unless Holders of a majority of the Registrable Securities
consent thereto in writing, the Company shall not be obligated to file a
registration statement relating to any registration request under this
Section 4(a) (i) unless the aggregate requests by the Holder or Holders for
such registration cover at least 15% of the number of Registrable Securities
then outstanding or (ii) (other than a registration statement on Form S-3 or
any successor or similar short-form registration statement) within a period
of nine months after the effective date of any other registration statement
relating to (A) any registration request under this Section 4(a) which was
not effected on Form S-3 (or any successor or similar short-form registration
statement) or (B) any registration effected under Section 3, or (iii) if with
respect thereto, the managing underwriter, the SEC, the Securities Act or the
rules and regulations thereunder, or the form on which the registration
statement is to be filed, would require the conduct of an audit other than
the regular audit conducted by the Company at the end of its fiscal year, in
which case the filing may be delayed until the completion of such regular
audit (unless the Holders of the Registrable Securities to be registered
agree to pay the expenses of the Company in connection with such an audit
other than the regular audit).
(b) Registration Statement Form. If any registration requested
pursuant to this Section 4 which is proposed by the Company to be effected by
the filing of a registration statement on Form S-3 (or any successor or
similar short-form registration statement) shall be in connection with an
underwritten public offering, and if the managing underwriter shall advise
the Company in writing that, in its opinion, the use of another form of
registration statement is of material importance to the success of such
proposed offering, then such registration shall be effected on such other
form.
(c) Expenses. The Company will pay all Registration Expenses in
connection with the first 20 registrations of Registrable Securities pursuant
to this Section 4 upon the written request of any of the Holders. All
expenses for any subsequent registrations of Registrable Securities pursuant
to this Section 4 shall be paid pro rata by the Company and all other Persons
(including the Holders) participating in such registration on the basis of
the relative number of shares of Common Stock of each such Person included in
such registration.
(d) Effective Registration Statement. A registration requested
pursuant to this Section 4 will not be deemed to have been effected unless it
has become effective; provided, that if, within 180 days after it has become
effective, the offering of Registrable Securities pursuant to such
registration is interfered with by any stop order, injunction or other order
or requirement of the SEC or other governmental agency or court, such
registration will be deemed not to have been effected.
(e) Selection of Underwriters. If a requested registration
pursuant to this Section 4 involves an underwritten offering, the Company
shall have the right to select the investment banker or bankers and managers
to administer the offering; provided, however, that such investment banker or
<PAGE>
bankers and managers shall be satisfactory to Holders of a majority of the
Registrable Securities and which the Company has been requested to register.
(f) Priority in Requested Registrations. If a requested
registration pursuant to this Section 4 involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its opinion,
the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities)
exceeds the number which can be sold in such offering, the Company will
include in such registration only the Registrable Securities requested to be
included in such registration. In the event that the number of Registrable
Securities requested to be included in such registration exceeds the number
which, in the opinion of such managing underwriter, can be sold, the number
of such Registrable Securities to be included in such registration shall be
allocated pro rata among all requesting Holders on the basis of the relative
number of shares of Registrable Securities then held by each such Holder
(provided that any shares thereby allocated to any such Holder that exceed
such Holder's request shall be reallocated among the remaining requesting
Holders in like manner). In the event that the number of Registrable
Securities requested to be included in such registration is less than the
number which, in the opinion of the managing underwriter, can be sold, the
Company may include in such registration the securities the Company proposes
to sell up to the number of securities that, in the opinion of the
underwriter, can be sold.
(g) Additional Rights. If the Company at any time grants to any
other holders of Common Stock any rights to request the Company to effect the
registration under the Securities Act of any such shares of Common Stock on
terms more favorable to such holders than the terms set forth in this Section
4, the terms of this Section 4 shall be deemed amended or supplemented to the
extent necessary to provide the Holders such more favorable rights and
benefits.
5. Registration Procedures. If and whenever the Company is
required to use its best efforts to effect or cause the registration of any
Registrable Securities under the Securities Act as provided in this
Agreement, the Company will, as expeditiously as possible:
(i) prepare and, in any event within 120 days after the end of the
period within which a request for registration may be given to the
Company, file with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such
registration statement to become effective; provided, however, that the
Company may discontinue any registration of its securities which is
being effected pursuant to Section 3 at any time prior to the effective
date of the registration statement relating thereto;
(ii) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective for a period not in excess of 180 days and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the seller or
sellers thereof set forth in such registration statement; provided, that
before filing a registration statement or prospectus, or any amendments
or supplements thereto, the Company will furnish to one counsel selected
<PAGE>
by the Holders of a majority of the Registrable Securities covered by
such registration statement to represent all Holders of Registrable
Securities covered by such registration statement, copies of all
documents proposed to be filed, which documents will be subject to the
review of such counsel;
(iii) furnish to each seller of such Registrable Securities such
number of copies of such registration statement and of each amendment
and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus included in such registration
statement (including each preliminary prospectus and summary
prospectus), in conformity with the requirements of the Securities Act,
and such other documents as such seller may reasonably request in order
to facilitate the disposition of the Registrable Securities by such
seller;
(iv) use its best efforts to register or qualify such Registrable
Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as each seller shall
reasonably request, and do any and all other acts and things which may
be reasonably necessary or advisable to enable such seller to consummate
the disposition in such jurisdictions of the Registrable Securities
owned by such seller, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction where, but for the requirements of this
clause (iv), it would not be obligated to be so qualified, to subject
itself to taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;
(v) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary
to enable the seller or sellers thereof to consummate the disposition of
such Registrable Securities;
(vi) notify each seller of any such Registrable Securities covered
by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act within the
appropriate period mentioned in clause (ii) of this Section 5, of the
Company's becoming aware that the prospectus included in such
registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and at the
request of any such seller, prepare and furnish to such seller a
reasonable number of copies of an amended or supplemental prospectus as
may be necessary so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable (but not more than eighteen
months) after the effective date of the registration statement, an
earnings statement which shall satisfy the provisions of Section 11(a)
<PAGE>
of the Securities Act and the rules and regulations promulgated
thereunder;
(viii) use its best efforts to list such Registrable Securities on
any securities exchange on which the Common Stock is then listed, if
such Registrable Securities are not already so listed and if such
listing is then permitted under the rules of such exchange, and to
provide a transfer agent and registrar for such Registrable Securities
covered by such registration statement not later than the effective date
of such registration statement;
(ix) enter into such customary agreements (including an
underwriting agreement in customary form) and take such other actions as
sellers of a majority of such Registrable Securities or the
underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities;
(x) obtain a "cold comfort" letter or letters from the Company's
independent public accountants in customary form and covering matters of
the type customarily covered by "cold comfort" letters as the seller or
sellers of a majority of such Registrable Securities shall reasonably
request (provided that Registrable Securities constitute at least 25% of
the securities covered by such registration statement); and
(xi) make available for inspection by any seller of such
Registrable Securities covered by such registration statement, by any
underwriter participating in any disposition to be effected pursuant to
such registration statement and by any attorney, accountant or other
agent retained by any such seller or any such underwriter, all pertinent
financial and other records, pertinent corporate documents and
properties of the Company, and cause all of the Company's officers,
directors and employees to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement.
The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish the Company with such
information regarding such seller and pertinent to the disclosure
requirements relating to the registration and the distribution of such
securities as the Company may from time to time reasonably request in
writing.
Each Holder of Registrable Securities agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind
described in clause (vi) of this Section 5, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by clause (vi) of this Section 5, and, if so directed by the
Company, such Holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice. In the event the Company shall give any
such notice, the period mentioned in clause (ii) of this Section 5 shall be
extended by the number of days during the period from and including the date
of the giving of such notice pursuant to clause (vi) of this Section 5 and
including the date when each seller of Registrable Securities covered by such
<PAGE>
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by clause (vi) of this Section 5.
6. Indemnification.
(a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act
pursuant to Section 3 or 4, the Company will, and it hereby does, indemnify
and hold harmless, to the extent permitted by law, the seller of any
Registrable Securities covered by such registration statement, each affiliate
of such seller and their respective directors and officers or general and
limited partners (and the partners, members, directors, officers, affiliates
and controlling Persons of each of the foregoing), each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act (collectively, the "Indemnified
Parties"), against any and all losses, claims, damages or liabilities, joint
or several, and expenses to which any such Indemnified Party may become
subject under the Securities Act, common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof, whether or not such Indemnified Party is a party thereto) arise out
of or are based upon (a) any untrue statement or alleged untrue statement of
any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary, final
or summary prospectus contained therein, or any amendment or supplement
thereto, or (b) any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and
the Company will reimburse such Indemnified Party for any legal or any other
expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided,
that the Company shall not be liable to any Indemnified Party in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement or amendment or supplement thereto or in
any such preliminary, final or summary prospectus in reliance upon and in
conformity with written information with respect to such seller furnished to
the Company by such seller for use in the preparation thereof; and provided,
further, that the Company will not be liable to any Person who participates
as an underwriter in the offering or sale of Registrable Securities or any
other Person, if any, who controls such underwriter within the meaning of the
Securities Act, under the indemnity agreement in this Section 6(a) with
respect to any preliminary prospectus or the final prospectus or the final
prospectus as amended or supplemented, as the case may be, to the extent that
any such loss, claim, damage or liability of such underwriter or controlling
Person results from the fact that such underwriter sold Registrable
Securities to a person to whom there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the final prospectus
(including any documents incorporated by reference therein) or of the final
prospectus as then amended or supplemented (including any documents
incorporated by reference therein), whichever is most recent, if the Company
has previously furnished copies thereof to such underwriter. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such seller or any other Indemnified Party and shall survive
the transfer of such securities by such seller.
<PAGE>
(b) Indemnification by the Seller. The Company may require, as a
condition to including any Registrable Securities in any registration
statement filed in accordance with Section 5 herein, that the Company shall
have received an undertaking reasonably satisfactory to it from the
prospective seller of such Registrable Securities or any underwriter to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in subdivision (a) of this Section 6) the Company and all other
prospective sellers or any underwriter, as the case may be, with respect to
any statement or alleged statement in or omission or alleged omission from
such registration statement, any preliminary, final or summary prospectus
contained therein, or any amendment or supplement, if such statement or
alleged statement or omission or alleged omission was made in reliance upon
and in conformity with written information with respect to such seller or
underwriter furnished to the Company by such seller or underwriter for use in
the preparation of such registration statement, preliminary, final or summary
prospectus or amendment or supplement, or a document incorporated by
reference into any of the foregoing. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Company or any of the prospective sellers, or any of their respective
affiliates, directors, officers or controlling Persons and shall survive the
transfer of such securities by such seller.
(c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any
action or proceeding with respect to which a claim for indemnification may be
made pursuant to this Section 6, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; provided, that the
failure of the indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 6, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any
such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party will be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No
indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof, the
giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
(d) Other Indemnification. Indemnification similar to that
specified in the preceding subdivisions of this Section 6 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification
of securities under any federal or state law or regulation or governmental
authority other than the Securities Act.
<PAGE>
(e) Non-Exclusivity. The obligations of the parties under this
Section 6 shall be in addition to any liability which any party may otherwise
have to any other party.
7. Rule 144. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and
the rules and regulations adopted by the SEC thereunder (or, if the Company
is not required to file such reports, it will, upon the request of any Holder
of Registrable Securities, make publicly available such information), and it
will take such further action as any Holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable
such Holder to sell shares of Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
(i) Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.
Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements. Notwithstanding anything contained in this Section 7, the
Company may deregister under Section 12 of the Exchange Act if it then is
permitted to do so pursuant to the Exchange Act and the rules and regulations
thereunder.
8. Miscellaneous.
(a) Other Investors. The Company may enter into agreements with
other purchasers of Common Stock who are then employees of the Company or any
of its subsidiaries making them parties hereto (and thereby giving them all
of the rights, preferences and privileges of an original party (other than
the Company) hereto) with respect to additional shares of Common Stock (the
"Supplemental Agreements"); provided that, pursuant to any such Supplemental
Agreement, such purchaser expressly agrees to be bound by all of the terms,
conditions and obligations of this Agreement as if such purchaser were an
original party (other than the Company) hereto; and further provided that
such purchaser shall not obtain any right to request registration under
Section 4 hereof. All shares of Common Stock issued or issuable pursuant to
such Supplemental Agreements by such purchasers shall be deemed to be
Registrable Securities.
(b) Holdback Agreement. If any such registration shall be in
connection with an underwritten public offering, each Holder of Registrable
Securities agrees not to effect any public sale or distribution, including
any sale pursuant to Rule 144 under the Securities Act, of any equity
securities of the Company, or of any security convertible into or
exchangeable or exercisable for any equity security of the Company (in each
case, other than as part of such underwritten public offering), within 7 days
before or 90 days (or such lesser period as the managing underwriters may
permit) after the effective date of such registration, and the Company hereby
also so agrees and agrees to cause each other holder of any equity security,
or of any security convertible into or exchangeable or exercisable for any
equity security, of the Company purchased from the Company (at any time other
than in a public offering) to so agree.
(c) Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have
obtained the written consent to such amendment, action or omission to act, of
the Holders of a majority of the Registrable Securities then outstanding.
<PAGE>
Each Holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 8(c),
whether or not such Registrable Securities shall have been marked to indicate
such consent.
(d) Successors, Assigns and Transferees. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement
which are for the benefit of the parties hereto other than the Company shall
also be for the benefit of and enforceable by any subsequent Holder of any
Registrable Securities, subject to the provisions contained herein.
(e) Notices. All notices and other communications provided for
hereunder shall be in writing and shall be sent by first class mail, telex,
telecopier or hand delivery:
(i) if to the Company, to:
Primedia, Inc.
745 Fifth Avenue
New York, New York 10151
Attention: Beverly C. Chell, Esq.
With a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
22nd Floor
New York, New York 10017-3909
Attention: Gary I. Horowitz, Esq.
(ii) if to MA Associates, FP Associates, Magazine
Associates, Publishing Associates, Channel One
Associates, or KKR 1996, to:
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street
Suite 4250
New York, New York 10019
Attention: Perry Golkin
With a copy to:
Latham & Watkins
885 Third Avenue
Suite 1000
New York, New York 10022
Attention: Scott Bowie, Esq.
<PAGE>
(iii) if to Partners, to:
KKR Partners II, L.P.
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street
Suite 4250
New York, New York 10019
Attention: Perry Golkin
With a copy to:
Latham & Watkins
885 Third Avenue
Suite 1000
New York, New York 10022
Attention: Scott Bowie, Esq.
(iv) if to any other holder of Registrable
Securities, to the address of such other holder
as shown in the books and records of the
Company, or to such other address as any of the
above shall have designated in writing to all
of the other above.
All such notices and communications shall be deemed to have been given or
made (1) when delivered by hand, (2) five business days after being deposited
in the mail, postage prepaid, (3) when telexed, answer-back received or (4)
when telecopied, receipt acknowledged.
(f) Descriptive Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
(g) Severability. In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision, paragraph, word, clause,
phrase or sentence in every other respect and of the remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any
way impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
(h) Counterparts. This Agreement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of
which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.
(i) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be performed therein. The parties to
this Agreement hereby agree to submit to the jurisdiction of the courts of
the State of New York in any action or proceeding arising out of or relating
to this Agreement.
<PAGE>
(j) Specific Performance. The parties hereto acknowledge and
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, it is agreed that
they shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court of competent jurisdiction in the United States
or any state thereof, in addition to any other remedy to which they may be
entitled at law or equity.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement or caused this Agreement to be executed on its behalf as of the
date first written above.
PRIMEDIA CORPORATION
By: /s/ Beverly Chell
Title: Vice-Chairman
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P.
Its General Partner
By: KKR 1996 GP LLC
By: /s/ Perry Golkin
A Member
MA ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
A General Partner
FP ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
A General Partner
MAGAZINE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
A General Partner
<PAGE>
PUBLISHING ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
A General Partner
CHANNEL ONE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
A General Partner
KKR PARTNERS II, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
A General Partner
