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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. 2)
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 $.0l 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. 2 is to the Tender Offer Statement on Schedule 14D-1,
originally filed on October 15, 1998, and amended by Amendment No. 1 thereto,
filed on October 28, 1998, 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"). 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 meaning assigned to
them in the Offer to Purchase.
The Statement is hereby amended and/or supplemented as provided below:
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding to the end thereof
the following:
On November 19, 1998, Parent issued a press release, a copy of which is
included as exhibit (a)(9) hereto and incorporated herein by reference, which
extended the expiration of the Offer until 5:00 p.m., New York City Time, on
Monday, November 23, 1998.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(9) Press release issued by Parent on November 19, 1998
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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: November 19, 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
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(9) Press release issued by Parent on November 19, 1998
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Exhibit (a)(9)
FOR IMMEDIATE RELEASE
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CONTACTS: Mary Abood,
Corporate Communications, Penton Media, Inc.
216-931-9551 or [email protected]
or Joseph P. Doherty,
MacKenzie Partners, Inc.
212-929-5500
PENTON EXTENDS TENDER OFFER FOR MECKLERMEDIA
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Cleveland, OH -- November 19, 1998 -- Penton Media, Inc. (NYSE: PME) today
announced that it has extended the expiration of its $29.00 per share cash
tender offer for any and all outstanding shares of the common stock of
Mecklermedia Corporation (Nasdaq: MECK) to 5:00 p.m., New York City Time, on
Monday, November 23, 1998.
Penton does not anticipate extending the expiration date further.
As of the close of business on November 18, 1998, a total of 8,917,682 shares
of Mecklermedia common stock, or approximately 97.9% of the outstanding shares,
had been tendered and not withdrawn.
The information agent for the offer is MacKenzie Partners, Inc. Questions about
the offer may be addressed to them at 800-322-2885.
Penton Media, Inc. is a 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; food/hospitality;
government/compliance; information technology; 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.
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