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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
PRIMEDIA INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
74157K 10 1
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(CUSIP Number)
Mr. Alan P. Blaustein
About.com, Inc.
1440 Broadway, 19th Floor
New York, NY 10018
(212) 204-1500
WITH A COPY TO:
Eric Simonson, Esq.
Brobeck Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, NY 10019
(212) 581-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 29, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the
following box |_|
(Continued on following pages)
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CUSIP NO. 74157K 10 1 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
About.com, Inc.
I.R.S. I.D. # 13-4034015
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER 0
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
123,552,932 shares of common stock of
Issuer
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,552,932 shares of common stock of Issuer
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|-|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 - 74.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 8 Pages
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by About.com, Inc. that it is the beneficial owner of
any of the Common Stock of PRIMEDIA Inc. referred to herein for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly disclaimed.
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Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share ("Issuer Common Stock"), of PRIMEDIA Inc., a Delaware
corporation ("Issuer"). The principal executive offices of Issuer are located at
745 Fifth Avenue, New York, NY 10151.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is About.com, Inc., a
Delaware corporation ("About").
(b) The address of the principal office and principal business of About
is 1440 Broadway, 19th Floor, New York, NY 10018.
(c) About was founded in 1996 and offers a network of more than 700
highly-targeted, topic-specific web sites. About's principal place of business
is in the State of New York. The directors and executive officers of About and
their principal occupations are listed on Schedule A.
(d) During the past five years, neither About nor, to About's
knowledge, any person named in Schedule A to this Schedule 13D has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither About nor, to About's
knowledge, any person named in Schedule A to this Schedule 13D was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth or incorporated by reference in Items 4 and 5
is hereby incorporated herein by reference.
Pursuant to an Agreement and Plan of Merger, dated as of October 29,
2000 (the "Merger Agreement"), by and among About, Abracadabra Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Issuer
("Merger Sub"), and Issuer, and subject to the conditions set forth therein
(including the approval by the stockholders of About), Merger Sub will be
merged with and into About (the "Merger"), with each share of common stock of
About ("About Common Stock") being converted into the right to receive 2.3409
shares of Issuer Common Stock (the "Exchange Ratio"). The Merger is subject
to the approval of the Merger Agreement by About's stockholders, any other
required regulatory approvals, and the satisfaction or waiver of certain
other conditions as more fully described in the Merger Agreement.
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Page 5 of 8 Pages
In order to facilitate the transactions contemplated by the Merger
Agreement, About has also entered into that certain Parent Voting Agreement,
dated as of October 29, 2000 (the "Voting Agreement"), with certain
stockholders of Issuer named therein (collectively, the "Stockholders").
Pursuant to the terms of the Voting Agreement, the Stockholders have agreed
to deliver the Stockholders' written consent to authorize the issuance of
Issuer Common Stock in the Merger as contemplated by the Merger Agreement.
The Voting Agreement terminates upon the earliest to occur of (i) the
effective time of the Merger (the "Effective Time") or (ii) upon the
termination of the Merger Agreement pursuant to its terms. About did not pay
additional consideration to any Stockholder in connection with the execution
and delivery of the Voting Agreement.
About does not have any direct or indirect ownership or incidence of
ownership with respect to any shares of Issuer Common Stock or any other
securities of Issuer pursuant to the Voting Agreement. Accordingly, About
expressly disclaims beneficial ownership of all such shares or other securities.
References to, and descriptions of, the Merger Agreement and the
Voting Agreement as set forth above in this Item 3 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Voting
Agreement included as Exhibits 1 and 2, respectively, to this Schedule 13D,
and are incorporated in this Item 3 in their entirety where such references
and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth or incorporated by reference in Items 2, 3
and 5 is hereby incorporated herein by reference.
(a) - (b) As described in Item 3 above, this statement relates to
the Merger of Merger Sub, a wholly-owned subsidiary of Issuer, with and into
About in a statutory merger pursuant to the Delaware General Corporation Law
("DGCL"). At the Effective Time, the separate existence of Merger Sub will
cease to exist and About will continue as the surviving corporation and as a
wholly-owned subsidiary of Issuer. Holders of outstanding About Common Stock
will receive, in exchange for each share of About Common Stock held by them,
2.3409 shares of Issuer Common Stock. Issuer will assume all of the
outstanding employee stock options of About.
As an inducement to About to enter into the Merger Agreement, each
of the Stockholders has entered into the Voting Agreement, pursuant to which
the Stockholders have agreed to consent to the authorization of the issuance of
Issuer Common Stock in the Merger as contemplated by the Merger Agreement. The
voting power that About shares with the Stockholders relates to the 123,552,932
shares of Issuer Common Stock held by the Stockholders as of the date of the
Voting Agreement. The Stockholders and the number of shares beneficially
owned by each of them is set forth on Schedule B hereto, which is hereby
incorporated by this reference. The foregoing summary of the Voting Agreement
is qualified in its entirety by reference to the copy of the form
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Page 6 of 8 Pages
of Voting Agreement included as Exhibit 2 to this Schedule 13D and incorporated
herein in its entirety by reference.
(c) Not applicable.
(d) Upon consummation of the Merger, Scott P. Kurnit, Chairman and
Chief Executive Officer of About, will serve as Chief Internet Officer of
Issuer and as a member of the Board of Directors of Issuer.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Upon consummation of the Merger, About would become a wholly-owned
subsidiary of Issuer.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Other than as described above, About currently has no plans or
proposals which relate to, or may result in, any of the actions enumerated in
Items 4(a) - (i) of Schedule 13D (although About reserves the right to develop
such plans or proposals).
References to, and descriptions of, the Merger Agreement and the
Voting Agreement as set forth above in this Item 4 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Voting
Agreement included as Exhibits 1 and 2, respectively, to this Schedule 13D,
and are incorporated in this Item 4 in their entirety where such references
and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The information set forth or incorporated by reference in Items 2, 3
and 4 is hereby incorporated herein by reference.
(a) - (b) The number of shares of Issuer Common Stock subject to the
Voting Agreement is 123,552,932 (representing approximately 74.1% of the voting
power of shares of Issuer Common Stock outstanding as of October 29, 2000).
By virtue of the Voting Agreement, About may be deemed to share with
the Stockholders the power to vote the shares of Issuer Common Stock subject
to and for the limited purposes described in the Voting Agreement. About does
not have the sole power to vote or to direct the vote, or the sole or shared
power to dispose or to direct the disposition of, any shares of Issuer Common
Stock. Furthermore, About (i) is not entitled to any rights as a stockholder
of Issuer as to the shares covered by the Voting Agreement and (ii) disclaims
any beneficial ownership of such shares. To the knowledge of About, no shares
of Issuer Common Stock are beneficially owned by any of the persons named in
Schedule A.
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Page 7 of 8 Pages
(c) Neither About nor, to the knowledge of About, any person named in
Schedule A, has effected any transaction in Issuer Common Stock during the past
60 days.
(d) Not applicable.
(e) Not applicable.
References to, and descriptions of, the Merger Agreement and the
Voting Agreement as set forth above in this Item 5 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Voting
Agreement included as Exhibits 1 and 2, respectively, to this Schedule 13D,
and are incorporated in this Item 5 in their entirety where such references
and descriptions appear.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER.
The information set forth or incorporated by reference in Items 2
through 5 is hereby incorporated herein by reference. Copies of the Merger
Agreement and the Voting Agreement are included as Exhibits 1 and 2,
respectively, to this Schedule 13D.
Other than the Merger Agreement and the Voting Agreement, to the
knowledge of About, there are no 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 Issuer, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated as of October 29, 2000, by
and among PRIMEDIA Inc., a Delaware corporation, Abracadabra
Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of PRIMEDIA Inc., and About.com, Inc.,
a Delaware corporation.
2. Parent Voting Agreement, dated as of October 29, 2000, by
and among About.com, Inc., a Delaware corporation, and
certain stockholders of PRIMEDIA Inc., a Delaware
corporation.
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Page 8 of 8 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.
ABOUT.COM, INC.
(Registrant)
By: /s/ SCOTT P. KURNIT
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Name: Scott P. Kurnit
Title: Chairman and Chief
Executive Officer
Dated: November 8, 2000
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
ABOUT.COM, INC.
TITLE AND PRESENT
NAME PRINCIPAL OCCUPATION
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Scott P. Kurnit Chief Executive Officer
and Chairman of the Board
of Directors of About.com,
Inc.
Frank J. Biondi Director of About.com,
Inc.; Senior Managing
Director of WaterView
Advisors LLC
Ronald Unterman Director of About.com,
Inc.; Senior Vice
President, Technology
Development of Envirogen,
Inc.
Kristopher Wood Director of About.com,
Inc.; Managing Director of
XL Ventures LLC
Daphne Kis Director of About.com,
Inc.; President and Chief
Executive Officer of
EDventure Holdings
Stanley Fung Director of About.com,
Inc.; Senior Managing
Director of Zero Stage
Capital
William C. Day President and Chief
Operating Officer of
About.com, Inc.
Todd B. Sloan Chief Financial Officer of
About.com, Inc.
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SCHEDULE B
STOCKHOLDER SHARES BENEFICIALLY OWNED
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KKR 1996 Fund L.P. 16,666,667
MA Associates, L.P. 33,814,640
FP Associates, L.P. 15,200,000
Magazine Associates, L.P. 34,524,000
Publishing Associates, L.P. 9,375,000
Channel One Associates, L.P. 12,500,000
KKR Partners II, L.P. 1,472,625
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EXHIBIT 1
Agreement and Plan of Merger
