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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: January 8, 2001
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.
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The following is a press release dated January 8, 2001.
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[LOGO ABOUT(R)]
THE HUMAN INTERNET
CONTACTS
About, Inc.:
Investors: Kelly Lofts, [email protected], 212-204-1587
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Media: Tabatha Sturm, [email protected], 212-204-1636
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Primedia:
Investors: Warren Bimblick, [email protected], 212-745-0615
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Media: Whit Clay, [email protected], 212-446-1864
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ABOUT.COM, INC. SCHEDULES STOCKHOLDER MEETING FOR VOTE ON PRIMEDIA MERGER
NEW YORK, NY - JANUARY 8, 2001 - About (Nasdaq: BOUT), the 7th largest web
property and leader in online targeted marketing, today announced that it will
hold a special stockholders meeting on February 20, 2001, to vote on the
proposed merger of About with PRIMEDIA (NYSE: PRM).
The meeting will be held at the Hotel Inter-Continental, located at 111 East
48th Street in New York City. Subject to stockholder approval, the merger
closing date will be on or about February 26, 2001. Proxy statements are
expected to be mailed to About stockholders by late January.
ABOUT
THE HUMAN INTERNET(TM)
About is the Internet's most complete targeted environment for marketers. With
more than 700 topic sites, each overseen by a professional Guide, the About
Network provides customers with an experience unlike any other on the
Web-including the Internet's best link directories, original content, community
features and commerce opportunities. Media Metrix (November 2000) ranks
About.com as the 7th largest Web Property. More information on the company can
be found on its Web site at www.about.com
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On October 30, 2000, About announced a proposed merger with PRIMEDIA Inc. With
1999 sales of $1.7 billion, PRIMEDIA is a targeted media company with print,
video, and Internet businesses focused on consumer and business-to-business
audiences. The company publishes more than 220 magazines, and owns and operates
approximately 300 Web sites and other Internet properties. PRIMEDIA's stock
symbol: NYSE: PRM.
This news release contains forward-looking statements that involve risks and
uncertainties regarding About. Investors are cautioned that such results or
events predicted in these statements may differ materially from actual future
events or results. Factors that could cause actual events or results to differ
from anticipated events or results include the company's limited operating
history, history of losses and anticipation of continued losses, potential
volatility of quarterly operating results, and other risks that are contained in
About's reports and documents filed from time to time with the Securities and
Exchange Commission.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any state in which
the offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
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