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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 1998
Mecklermedia Corporation
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-23364 06-1385519
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
20 Ketchum Street
Westport, Connecticut 06880
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (203) 226-6967
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 7, 1998, Mecklermedia Corporation, a Delaware
corporation (the "Company") issued a press release relating to the
execution of the Agreement and Plan of Merger, dated as of October 7,
1998, by and among the Company, Penton Media, Inc., a Delaware
corporation ("Penton"), Internet World Media, Inc., a Delaware
corporation and wholly-owned subsidiary of Penton ("IWM") and Alan M.
Meckler ("Meckler") and the execution of the Tender, Voting and Option
Agreement, dated as of October 7, 1998, by and among the Company,
Penton, IWM and Meckler.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit 99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act, of 1934,
as amended, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: October 9, 1998 By: /s/ Christopher J. Baudouin
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Christopher J. Baudouin
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Document
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99.1 Press Release
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Exhibit 99.1
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MECKLERMEDIA CORPORATION AGREES TO BE ACQUIRED
BY PENTON MEDIA IN AN ALL CASH TENDER OFFER
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Mecklermedia Corporation (NASDAQ: Meck) today announced that it has
entered into a definitive agreement to be acquired by Penton Media (NYSE: PME)
for $29.00 per share in an all cash tender offer. The boards of directors of
Penton Media and Mecklermedia have approved the transaction and Alan Meckler,
Chairman of the Board and Chief Executive Officer, has agreed to tender
approximately 30% of the shares he beneficially owns. Mr. Meckler has also
granted an option to Penton Media to purchase such shares.
The tender offer will be made promptly, and will be subject to certain
terms and conditions, including a minimum tender of a majority of the fully
diluted shares. The offer will be conditioned on Penton funding its financing.
Penton has entered into commitments with affiliates of Donaldson, Lufkin &
Jenrette Securities Corporation to provide the financing necessary for the
acquisition. Any shares not purchased in the offer will be acquired for $29.00
in cash in a subsequent merger. It is anticipated that the transaction could be
completed as early as November 1998.
Upon completion of the merger, Mr. Meckler will purchase 80.1% of
Mecklermedia's Internet.com business. In addition, he will provide consulting
services to Penton Media.
For additional information contact Dara Tyson at 212-624-7529 or attend
a joint Mecklermedia/Penton media press conference at the Jacob Javits
Convention Center at 3:00 PM in the Press Room on October 8.
Statements in this document that are not historical in nature are
forward-looking statements. Although the Company believes that its expectations
are based upon reasonable
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assumptions within the bounds of its knowledge of its business, there can be no
assurance that the Company's financial goals will be realized. Numerous factors
may affect the Company's actual results and may cause results to differ
materially from those expressed in forward-looking statements made by or on
behalf of the Company. Such factors are detailed in reports filed with the
Securities and Exchange Commission.
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