Filed by PRIMEDIA Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: About.com, Inc.
Commission File No. 1-11106
Date: December 5, 2000
This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the merger between PRIMEDIA
and About, including future financial and operating results, PRIMEDIA's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of About's and PRIMEDIA's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the merger on the proposed terms and schedule; the
failure of About stockholders to approve the merger; the risk that the
businesses will not be integrated successfully; the risk that the revenue
synergies and cost savings from the merger may not be fully realized or may take
longer to realize than expected; disruption from the merger making it more
difficult to maintain relationships with clients, employees or suppliers;
increased competition and its effect on pricing, spending, third-party
relationships and revenues; the risk of new and changing regulation in the U.S.
and internationally. Additional factors that could cause PRIMEDIA's and About's
results to differ materially from those described in the forward-looking
statements can be found in the 1999 Annual Reports on Forms 10-K of PRIMEDIA and
About, filed with the Securities and Exchange Commission and available at the
Securities and Exchange Commission's internet site (http://www.sec.gov).
Stockholders are urged to read the joint proxy statement-consent
solicitation-prospectus regarding the proposed transaction when it becomes
available, because it will contain important information. Stockholders will be
able to obtain a free copy of the joint proxy statement-consent
solicitation-prospectus, as well as other filings containing information about
PRIMEDIA and About, without charge, at the SEC's internet site
(http://www.sec.gov). Copies of the joint proxy statement-consent
solicitation-prospectus and the SEC filings that will be incorporated by
reference in the joint proxy statement-consent solicitation-prospectus can also
be obtained, without charge, by directing a request to PRIMEDIA Inc., 745 Fifth
Avenue, New York, NY 10151, Attention: Investor Relations (212-745-0100), or to
About.com, Inc., 1440 Broadway, New York, NY 10018, Attention: Investor
Relations (212-204-1500). Information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the materials filed with the SEC
by About and PRIMEDIA on October 30, 2000.
PRIMEDIA and About and certain other persons named below may be deemed to be
participants in the solicitation of proxies of About's stockholders to approve
the transaction. The participants in this solicitation may include the directors
and executive officers of PRIMEDIA. A detailed list of the names and interests
of PRIMEDIA's directors and officers is contained in PRIMEDIA's proxy statement
for its 2000 annual meeting, and a detailed list of the names and interests of
About's directors and officers is contained in About's proxy statement for its
2000 annual meeting.
# # #
<PAGE>
The following is a slide presentation given at the UBS Warburg Media Conference
on December 4, 2000.
<PAGE>
PRIMEDIA
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<PAGE>
PRIMEDIA
PRIMEDIA
The Fully-Integrated
Targeted Media Company
Tom Rogers
Chairman and Chief Executive Officer
UBS Media Conference
December 4, 2000
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<PAGE>
PRIMEDIA
What is Primedia?
o Niche: Targeted, highly specific market segments.
o Primedia is focused on providing information in hundreds of niches such as
fishing, crafts, communications, agriculture.
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<PAGE>
PRIMEDIA
Reach over 200 million users*
1999 Revenues ($ millions)
[PIE CHART]
Teens $250
B2B $532
Enthusiasts $504
Key Life Events $300
*Based upon circulation of 71 million and average 2.98 reach multiplier
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<PAGE>
PRIMEDIA
Some Consumer Titles
[MAGAZINE COVERS OMITTED]
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<PAGE>
PRIMEDIA
Some B2B Titles
[MAGAZINE COVERS OMITTED]
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<PAGE>
PRIMEDIA
Brand Dominance
[PIE CHART]
Other Positions 18%
#1 or #2 Brands 82%
--------------------------------------------------------------------------------
Over 700 Niche Products
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
Depth of Product
PRODUCT Class 1999 Sales
250 Magazines $1,066 MM
214 Information Products $300 MM
17 Video Networks and TV Packages $174 MM
51 Trade Shows $34 MM
296 Web Sites $24 MM
--------------------------------------------------------------------------------
The King of Niche Content
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
Both Consumer and B2B
-------------------------------------- -------------------------------------
Consumer Business-to-Business
o Consumer Magazines
o Intertec
o Enthusiast Magazines
o Workplace Learning
o Channel One
o Information Products
o Films for the
Humanities o IndustryClick
o Consumer Guides
o PRIMEDIA Digital Video
2/3 of company 1/3 of company
-------------------------------------- -------------------------------------
--------------------------------------------------------------------------------
Segments Mirror Organization
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
Endemic Advertising
o Product specific advertising intended to generate a sale or lead and
appears in a venue related to the product.
o 80% of Primedia's ad revenues come from endemic advertisers
- Example: Mrs. Allen's Shed-Stop Dietary Supplement in Dog World
Magazine.
- Less susceptible to economic downturn
- Actually grew in last advertising recession
- It isn't brand advertising, not CPM-based and not sold through
agencies
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<PAGE>
PRIMEDIA
Primedia's Revenue Mix
Product Sales 37%
Endemic (Lead Generation) Advertising 49%
Brand Awareness Advertising 14%
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<PAGE>
PRIMEDIA
Primedia's 2000 Challenges
o Make us a high performing operating company
o Develop new media franchises leveraging traditional media model
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<PAGE>
PRIMEDIA
Senior Management
o In 2000, most of the Primedia senior management team has been replaced.
- Veterans from McGraw-Hill, Meredith, GE, Dow Jones, Time-Warner,
etc.
- Tim Andrews now heading integration of Intertec and IndustryClick
- New team in place 3-6 months
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<PAGE>
PRIMEDIA
How's Biz?
o With the exception of single copy sales at certain titles, the fourth
quarter and early part of 2001 are looking very solid.
- Power of endemic advertising
- Selling packages: Integration
o JC Penny -- Seventeen/Seventeen.com
o Toyota -- Seventeen/Surfing Girl
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<PAGE>
PRIMEDIA
Organic Growth
o In 1999, Primedia had no organic growth while in the 2000 third quarter,
70% of its revenue growth was organic.
- Grew from EBITDA growth rate of .4% in first quarter to 9.2% growth
rate in 3rd quarter
- On target to achieve more than 10% traditional media organic EBITDA
growth in 4th quarter
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<PAGE>
PRIMEDIA
Integration
o Uniting pieces of the company into a unified highly efficient machine.
o In 2000, Primedia has focused on integration of traditional and new media
operations to help accelerate growth and efficiency.
- Taking out over $30 million in costs
- Centralized purchasing
- Combined units and product offerings
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<PAGE>
PRIMEDIA
Balance Sheet Improvement
o Sold more than $160 million in non-core assets
o Reduced debt by more than $540 million
o Debt to EBITDA level: 5X (lowest since IPO)
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<PAGE>
PRIMEDIA
New Media:
o In 2000, Primedia will double its new media revenues from 1999 levels.
- Extending traditional media relationships
- Very little dot.com advertising
- Diverse Internet revenues:
o IndustryClick -- TelecomClick.com
o Apartment Guide -- The Official Web Guide
o Seventeen.com
o TheWeddingChannel.com
o AmericanBaby.com
o GR8RIDE.com
o Bacons.com
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<PAGE>
PRIMEDIA
Primedia Model
Boundary-less
^
|
Partnerships<---------------------------|------------------------------->Content
|
Totally Integrated
|
Proper Incentives<----------------------|----------------------->Cross-Promotion
|
v
Advertising
--------------------------------------------------------------------------------
Advantaged Cost and Revenue Approaches -- the Better Model
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
There's Something
About Primedia
The Ultimate Synergy between
On-Line and Off-Line
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<PAGE>
PRIMEDIA
Overview of the Merger
o Transaction: Stock for stock merger with About being merged with a
unit of PRIMEDIA
o Consideration: Exchange ratio of 2.3409 PRIMEDIA shares for each
About share (implied value of $35.70 per share, upon
announcement)
o Pro Forma Primedia
Ownership: 78% PRIMEDIA / 22% About
o Tax: Tax-free to About shareholders
o Timing: Expected to close by February 2001 Subject to
shareholder and regulatory approvals
--------------------------------------------------------------------------------
Turns Primedia into 40% EBITDA Growth Company in First 12 months and at Least
20% Thereafter
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
What Is About?
o King of online niche - the PRIMEDIA of the Internet
o Product
- 700 comprehensive verticals - Consumer/B2B
- Distributed workforce
o 700 guides/general managers
o 10,000 associate guides
o Distribution
- 65,000 affiliates
- 2.5mm About Web Services customers
- 1,100 Luna partners
o Revenue
- Niche advertising
- Sprinks
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<PAGE>
PRIMEDIA
What Is About?
o Growth Engine
Q3 1999 Q3 2000
- Rank #16 #7
- Pages/day 5mm 34mm
- Subscriptions 2mm 14mm
- Revenue $7.9mm $26.8mm
- Loss $12.7mm $3.2mm
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<PAGE>
PRIMEDIA
Why About?
o Efficient content creation
- Largest creator of original content on the web turns Primedia into a
company with more niche content than any in the world
o Efficient distribution
- Viral strength
- Avoids the consumer marketing "noose"
o Endemic advertisers married to niche specific content
- Primedia has shown we could do this over the last 12 months
- It isn't theory!
- 97% of Primedia's advertising is from traditional advertisers
- Will have 1,600 salespeople working with 60,000 endemic advertising
clients
--------------------------------------------------------------------------------
Reach and Niche
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
Our Conservative Assumptions
o Conservative assumptions, accretive in the first 12 months on ACTF basis
o Taking a contingency against combined company revenues of $80 million:
- About advertising revenue growth (still holding sales team to $175
MM target)
- Primedia new media revenues
- Primedia traditional media revenues due to salesforce training
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<PAGE>
PRIMEDIA
First 12 Month Financial Impact
<TABLE>
<CAPTION>
Primedia First 12 Month Preliminary Estimate
$ millions 2000 Plan ----------------------------------- Total Combined
except per share Estimate Primedia About Contingency* Synergy Expectation
---------------- -------- -------- ----- ------------ ------- -----------
<S> <C> <C> <C> <C> <C> <C>
EBITDA:
--Traditional Media $340 $385 ($14) $ 5 $376
--New Media ($90) ($78) $19 ($31) $66 ($ 24)
Total EBITDA $250 $307 $19 ($45) $71 $352
Shares Outstanding 165.1 171.3 48.0 219.3
After-tax Cash Flow $ 52 $112 $165
After-tax Cash Flow
per share $.31 $.65 $ .75
</TABLE>
*Based on $80 million revenue contingency
--------------------------------------------------------------------------------
40% EBITDA Growth in First 12 Months After Closing
and at Least 20% Thereafter
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
What Primedia is Becoming
Print
^
|
Video<----------------------------------|------------------------------>Internet
|
Targeted Media Content
|
Broadband<------------------------------|-------------------------------->E-Mags
|
v
Wireless
--------------------------------------------------------------------------------
Content and Market Play/Distribution Agnostic
--------------------------------------------------------------------------------
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<PAGE>
PRIMEDIA
Conclusion
o Business is good
o On target to meet our goals
o We are creating a one of a kind combination
- No 2 other companies could do this
o Stock is dirt cheap
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<PAGE>
PRIMEDIA
This presentation contains certain forward-looking statements concerning
PRIMEDIA's operations, economic performance and financial condition. These
statements are based upon a number of assumptions and estimates which are
inherently subject to uncertainties and contingencies, many of which are beyond
the control of the Company, and reflect future business decisions which are
subject to change. Some of these assumptions may not materialize, and
unanticipated events will occur which can affect the Company's results.
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<PAGE>
PRIMEDIA
Targeted Marketing Solutions
--------------------------------------
New Economy Participation
-------------------------
New Media
-------------------------
-----------------
Traditional Media
-----------------
--------------------------------------
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