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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FINAL AMENDMENT TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
PRIMEDIA INC.
(Name of Issuer)
PRIMEDIA INC.
(Name of Person(s) Filing Statement)
$8.625 SERIES G EXCHANGEABLE PREFERRED STOCK
(Title of Class of Securities)
74157K 87 9 (144A) AND 74157K 85 3 (REG. S)
(CUSIP Number of Class of Securities)
ANN M. RIPOSANU, ESQ.
PRIMEDIA INC.
745 FIFTH AVENUE
NEW YORK, NEW YORK 10151
(212) 745-0100
(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
June 11, 1998
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
<S> <C>
$242,607,000.00 $71,569.00
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* For purposes of calculating the filing fee in accordance with Rule
0-11(b)(2) under the Securities Exchange Act of 1934, as amended, the
market value of the $8.625 Series G Preferred Stock (the "Old Preferred
Stock") to be acquired pursuant to the Exchange Offer (as defined in the
Prospectus attached hereto as Exhibit (a)(i)) was determined by multiplying
$97.04 (the book value per share of the Old Preferred Stock as of the date
hereof) by 2,500,000 (the maximum number of shares of Old Preferred Stock
to be acquired in the Exchange Offer).
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $73,750.00 (representing a portion of the filing fees paid with respect
to the filing of the Exchange Offer Registration Statement)
Filing Party: PRIMEDIA Inc.
Form or Registration
No.: Form S-4 Registration No. 333-51891
Date Filed: May 6, 1998
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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 May 11, 1998 (the
"PRIMEDIA 13E-4"), and relates to the Exchange Offer described therein. All
capitalized terms used herein but 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
June 10, 1998. Pursuant to the terms of the Exchange Offer, PRIMEDIA accepted
for exchange 2,500,000 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)(iv) hereto.
ITEM 1. MATERIAL TO BE FILED AS EXHIBITS.
See Exhibit Index.
2
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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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Beverly C. Chell
VICE CHAIRMAN AND SECRETARY
Dated: June 10, 1998
3
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EXHIBIT INDEX
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<CAPTION>
NUMBER EXHIBIT
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(a)(i) Prospectus, dated May 11, 1998.*
(a)(ii) Letter of Transmittal with respect to the Old Preferred Stock, including (A) Instruction
to Registered Holder from Beneficial Owner of the Old Preferred Stock and (B) Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(iii) Notice of Guaranteed Delivery with respect to the Old Preferred Stock.*
(b) Not applicable.
(c) Registration Rights Agreement dated as of February 17, 1998 among PRIMEDIA Inc., Salomon
Brothers Inc. and Morgan Stanley & Co. Incorporated.*
(d) Not applicable.
(e) See the Prospectus filed as Exhibit (a)(i) above.
(f) Not applicable.
(a)(iv) Press release issued by PRIMEDIA Inc. on June 11, 1998.
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* Previously filed
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PRIMEDIA COMPLETES EXCHANGE OFFERS
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New York, June 11, 1998--PRIMEDIA INC. (NYSE: PRM) nnounced today that its
exchange agent, The Bank of New York, has completed the final count of
certificates representing 7-5/8% Senior Notes due 2008 and shares of $8.625
Series G Exchangeable Preferred Stock tendered in connection with PRIMEDIA's
exchange offers commenced on May 11, 1998 and completed on June 10, 1998. The
final count showed that $250,000,000.00 in aggregate principal amount of
7-5/8% Senior Notes 2008, representing 100% of the notes outstanding
(including notes subject to guarantee of delivery) and 2,500,000 shares of
Series G Exchangeable Preferred Stock, representing 100% of the shares
outstanding had been validly tendered and not withdrawn. The 7-5/8% Senior
Notes due 2008 and the shares of Series G Exchangeable Preferred Stock so
tendered will be exchanged for an equal number of a new series of 7-5/8%
Senior Notes due 2008 and shares of $8.625 Series H Exchangeable Preferred
Stock. The terms of the new series 7-5/8% Senior Notes and the Series H
Exchangeable Preferred Stock are identical to the terms of the outstanding
series of 7-5/8% Senior Notes due 2008 and the Series H Exchangeable
Preferred Stock except that the new series of 7-5/8% Senior Notes due 2008
and the Series H Exchangeable Preferred Stock are being issued in a
registered public offering while the outstanding series of 7-5/8% Senior
Notes due 2008 and the Series G Exchangeable Preferred Stock were issued in a
transaction exempt from registration and are restricted securities. PRIMEDIA
will not receive any proceeds from the exchange offers.
PRIMEDIA, Inc., with 1997 sales from continuing businesses of $1.2 billion,
is the authoritative source of specialized information in targeted media
(specialty magazines, trade magazines, consumer and business information) and
education (classroom and workplace learning). Some key brands include Seventeen,
New York, Chicago, Soap Opera Digest, Soap Opera Weekly, Channel One, Weekly
Reader, Horticulture, World Almanac, Modern Bride and American Baby.
