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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Mecklermedia Corporation
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(Name of Subject Company)
Internet World Media, Inc.; Penton Media, Inc.
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(Bidders)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
584007-10-8
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(CUSIP Number of Class of Securities)
Preston L. Vice
Senior Vice President
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
(216) 696-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
Copy to:
Christopher M. Kelly, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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This Amendment No. 1 is to the Tender Offer Statement on Schedule
14D-1, as amended (the "Statement"), that relates to the offer by Internet World
Media, Inc. (the "Purchaser"), a Delaware corporation and a wholly-owned
subsidiary of Penton Media, Inc., a Delaware corporation ("Parent"), to purchase
all outstanding shares of Common Stock, par value $.01 per share (the "Shares"),
of Mecklermedia Corporation, a Delaware corporation (the "Company"), at a
purchase price of $29.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 15, 1998 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"), which are annexed to and filed with this Statement as Exhibits
(a)(1) and (a)(2), respectively. This Statement is being filed on behalf of the
Purchaser and Parent.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding to the end
thereof the following:
The boldface paragraph appearing in Section 8 ("Certain Information
Concerning the Company") of the Offer to Purchase (the third full paragraph on
page 15) is hereby amended and restated in its entirety to read as follows:
THESE FORECASTS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR
COMPLIANCE WITH PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES
ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING
PROJECTIONS, AND ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE THEY WERE
PROVIDED TO PARENT. NEITHER PARENT NOR THE PURCHASER ASSUMES ANY RESPONSIBILITY
FOR THE ACCURACY OF THESE FORECASTS. WHILE PRESENTED WITH NUMERICAL SPECIFICITY,
THESE FORECASTS ARE BASED UPON A VARIETY OF ASSUMPTIONS (NOT ALL OF WHICH WERE
STATED THEREIN AND NOT ALL OF WHICH WERE PROVIDED TO PARENT) RELATING TO THE
BUSINESSES OF THE COMPANY WHICH MAY NOT BE REALIZED AND ARE SUBJECT TO
SIGNIFICANT FINANCIAL, MARKET, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND
CONTINGENCIES WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY, MANY OF
WHICH ARE BEYOND THE CONTROL OF THE COMPANY AND PARENT. THERE CAN BE NO
ASSURANCE THAT THE FORECASTS WILL BE REALIZED, AND ACTUAL RESULTS MAY VARY
MATERIALLY FROM THOSE SHOWN. THE INCLUSION OF THE PROJECTIONS SET FORTH BELOW
SHOULD NOT BE REGARDED AS A REPRESENTATION BY PARENT OR ANY OF ITS AFFILIATES OR
REPRESENTATIVES OR BY THE COMPANY OR ITS REPRESENTATIVES THAT THE PROJECTED
RESULTS WILL BE ACHIEVED.
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SIGNATURE
After due 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.
Dated: October 28, 1998 PENTON MEDIA, INC.
By: /s/ Preston L. Vice
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Name: Preston L. Vice
Title: Senior Vice President
INTERNET WORLD MEDIA, INC.
By: /s/ Preston L. Vice
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Name: Preston L. Vice
Title: Secretary
