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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OCTOBER 30, 2000 (OCTOBER 29, 2000)
Date of Report (Date of Earliest Event Reported)
PRIMEDIA INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 1-11106 13-3647573
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
745 Fifth Avenue
New York, New York 10151
(Address of Principal Executive Office) (Zip Code)
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(212) 745-0100
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein that are not historical
facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act. Actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by words or phrases such as "believe," "expect,"
"anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar
expressions or future or conditional verbs such as "will," "should," "would,"
and "could." These forward-looking statements involve risks and uncertainties
including, but not limited to, global economic conditions, the satisfaction of
all conditions precedent to PRIMEDIA's acquisition of About.com (including
shareholder and various regulatory approvals) and the performance of PRIMEDIA's
businesses following the pending acquisition of About.com.
ITEM 5. OTHER EVENTS.
On October 30, 2000, PRIMEDIA Inc. and About.com, Inc. announced that
they have entered into a definitive agreement (the "Merger Agreement") pursuant
to which a newly formed subsidiary of PRIMEDIA will merge with and into
About.com and About.com will become a wholly owned subsidiary of PRIMEDIA. The
transaction has been approved by the Boards of Directors of both PRIMEDIA and
About.com. Pursuant to the Merger Agreement, About.com common stockholders will
receive 2.3409 shares of PRIMEDIA's common stock for each share of About.com
common stock that they own, for a total value of approximately $725 million.
The transaction is expected to be completed by June 30, 2001. It is
subject to the Hart-Scott-Rudino Antitrust Improvements Act of 1976, as amended,
and approval by stockholders holding a majority of the common stock of PRIMEDIA
and of About.com. Holders of a majority of the common stock of PRIMEDIA have
agreed to approve the issuance of
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PRIMEDIA'S common stock pursuant to the Merger Agreement The merger will be a
tax-free exchange. The joint press release is being filed as Exhibit 99.1 to
this Form 8-K and is incorporated by reference in its entirety.
ITEM 7. EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger between
PRIMEDIA Inc., Abracadabra Acquisition
Corporation and About.com, Inc., dated as
of October 29, 2000
99.1 Joint Press Release, dated October 30,
2000, issued by PRIMEDIA Inc. and
About.com, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRIMEDIA INC.
By: /S/ BEVERLY C. CHELL
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Name: Beverly C. Chell
Title: Vice Chairman and Secretary
Date: October 30, 2000
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger between PRIMEDIA Inc., Abracadabra
Acquisition Corporation and About.com, Inc., dated as of October
29, 2000
99.1 Joint Press Release, dated October 30, 2000, issued by PRIMEDIA
Inc. and About.com, Inc.
EX-2 OTHERDOC
2
0002.txt
EXHIBIT 2.1 - AGREEMENT AND PLAN OF MERGER
EX-99 OTHERDOC
3
0003.txt
EXHIBIT 99.1 - JOINT PRESS RELEASE
