<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Mecklermedia Corporation
- --------------------------------------------------------------------------------
(Name of Subject Company)
Internet World Media, Inc.; Penton Media, Inc.
- --------------------------------------------------------------------------------
(Bidders)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
584007-10-8
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Preston L. Vice
Senior Vice President
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
(216) 696-7000
- --------------------------------------------------------------------------------
(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
November 24, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
<PAGE> 2
CUSIP NO. 584007-10-8 14D-1 PAGE 2 OF 7 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Penton Media, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(e) OR 2(f)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,989,114
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.6%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 584007-10-8 14D-1 PAGE 3 OF 7 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Internet World Media, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(e) OR 2(f)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,989,114
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.6%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
This Amendment No. 3 is to the Tender Offer Statement on Schedule
14D-1, originally filed on October 15, 1998, as amended by Amendment No. 1
thereto, filed on October 28, 1998, and Amendment No. 2 thereto, filed on
November 19, 1998 (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"). This Statement is being filed on behalf of the Purchaser and
Parent. Unless the context otherwise requires, capitalized terms not defined in
this Amendment have the meanings assigned to them in the Offer to Purchase.
The Statement is hereby amended and/or supplemented as provided below:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) and (b) is hereby amended and supplemented by the following:
Pursuant to the Offer, which expired at 5:00 p.m., Eastern Time, on
Monday, November 23, 1998, the Purchaser purchased a total of 8,989,114 Shares,
representing approximately 98.6% of the outstanding Shares.
In accordance with the terms of the Merger Agreement, after the
Purchaser purchased the Shares, the Purchaser merged with and into the Company
on November 24, 1998, pursuant to the "short-form" merger procedure permitted
under Section 253 of Delaware Law. In connection with the Merger, each issued
and outstanding Share (other than those owned by Parent or any direct or
indirect wholly owned subsidiary of Parent, any Shares held in the treasury of
the Company or Shares with respect to which appraisal rights have been demanded
and perfected in accordance with applicable Delaware Law) were converted into
and represent the right to receive $29.00 in cash, without interest.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding to the end
thereof the following:
On November 24, 1998, Parent issued a press release, a copy of which is
included as exhibit (a)(10) hereto and incorporated herein by reference, which
announced that the Purchaser has accepted for payment all Shares tendered into
the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(10) Press release issued by Parent on November 24, 1998
<PAGE> 5
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: November 24, 1998
PENTON MEDIA, INC.
By: /s/ Preston L. Vice
---------------------------------
Name: Preston L. Vice
Title: Senior Vice President
INTERNET WORLD MEDIA, INC.
By: /s/ Preston L. Vice
----------------------------------
Name: Preston L. Vice
Title: Secretary
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
(a)(10) Press release issued by Parent on November 24, 1998
<PAGE> 1
Exhibit (a)(10)
<PAGE> 2
EXHIBIT (a)(10)
PENTON COMPLETES TENDER OFFER
- -----------------------------
FOR MECKLERMEDIA, CLOSES ACQUISITION
- ------------------------------------
CLEVELAND, OH--November 24, 1998--Penton Media, Inc. (NYSE:PME) today announced
that it has completed its cash tender offer for all of the outstanding shares of
Mecklermedia Corporation (Nasdaq: MECK) common stock at $29.00 net per share,
and that the acquisition of Mecklermedia by Penton has closed.
In the offer, which commenced October 15, 1998 and expired at 5:00 p.m., New
York City time, on November 23, a total of 8,989,114 shares were validly
tendered and not withdrawn, representing about 98.6% of all outstanding common
shares of Mecklermedia, all of which were accepted for payment.
Each Mecklermedia Corporation share not tendered was converted into the right
to receive $29.00 in cash, without interest, pursuant to a merger of
Mecklermedia with a wholly owned subsidiary of Penton. The total value of the
transaction was approximately $274 million.
"The Mecklermedia acquisition accelerates Penton's strategic growth plans,"
said Thomas L. Kemp, chief executive officer of Penton. "It advances Penton's
initiatives to diversify our revenue streams and to derive a greater percentage
of our revenues and earnings from trade show operations; it provides a strong
presence in a high-growth market; and it greatly expands Penton's global
presence. We look forward to working with our new associates from Mecklermedia
to further develop the Internet-related media properties we have acquired. We
believe these businesses have strong growth potential and that the merger of
Mecklermedia properties with Penton will enhance these developmental
activities."
-more-
<PAGE> 3
PENTON COMPLETES MECKLERMEDIA TENDER OFFER, CLOSES ACQUISITION,
page 2 of 2
Mecklermedia is the world's leading Internet business media company. Its
properties include:
- - Internet World trade shows - Five events in North America, including
Internet World Spring and Internet World Fall, held in Los Angeles
and New York City, respectively, which are among the fastest growing trade
show events in America; and 26 Internet World events in countries around
the world. Internet World focuses on E-business and Internet technology
for Internet professionals.
- - ISPCON conferences/trade shows - Three North American events, plus an
ISPCON in Australia and the United Kingdom. The events focus on
technology for the Internet Service Provider (ISP) market segment of the
Internet industry.
- - Internet World - A weekly business magazine that reaches 125,000 Internet
professionals with a focus on E-business and Internet technology
information.
- - Boardwatch - a monthly business magazine delivering Internet access and
Internet development technical information to 25,000 ISP professionals.
In connection with the acquisition, Penton entered into a joint venture
agreement with Alan M. Meckler, Mecklermedia's founder, with respect to the
limited liability company Internet.com, a subsidiary of Mecklermedia.
Internet.com is a network of Web sites that provides news, analysis and
information resources for Internet professionals. Penton sold an 80.1% equity
interest in Internet.com to Meckler, retaining 19.9% of the equity and
warrants to acquire up to a 29% interest. Meckler will be Internet.com's
managing member and chief executive officer. He also will be engaged in a
consulting relationship with Penton Media. Internet.com and Penton also have
entered into various agreements relating to the exchange of services between
the two companies.
Penton Media, Inc. is a leading diversified business media company that
publishes magazines and electronic information products, produces trade shows
and conferences, and provides marketing and business development products and
services, including direct mail lists, research and custom publishing. Penton
Media serves the design/engineering; electronics; Internet/IT;
food/hospitality; government/compliance; leisure; management; manufacturing;
mechanical systems/construction; and supply chain/aviation markets. Penton
Media was recently spun off from Chicago-based Pittway Corporation. It began
trading on the New York Stock Exchange on August 10.
