-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rvr4VyYcuQBujsoLzFs0NYWrXWwpwsNDbaZRhtzH6eM7WH6JWdLjrVAWywTVAYBa Yt8kzTLZn95oTU8ha0gPPg== 0000950123-02-003192.txt : 20020415 0000950123-02-003192.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950123-02-003192 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020329 GROUP MEMBERS: ABRY MEZZANINE HOLDINGS, LLC GROUP MEMBERS: ABRY MEZZANINE INVESTORS, L.P. GROUP MEMBERS: ROYCE YUDKOFF SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENTON MEDIA INC CENTRAL INDEX KEY: 0001062441 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 362875386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54477 FILM NUMBER: 02593683 BUSINESS ADDRESS: STREET 1: 1300 EAST NINTH STREET CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2166967000 MAIL ADDRESS: STREET 1: 1300 EAST NINTH STREET CITY: CLEVELAND STATE: OH ZIP: 44114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABRY MEZZANINE PARTNERS LP CENTRAL INDEX KEY: 0001164116 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 30TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-859-2959 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVE, 30TH FL CITY: BOSTON STATE: MA ZIP: 02199 SC 13D 1 y59108sc13d.txt SCHEDULE 13D - -------------------------------------------------------------------------------- SEC 1746 Potential persons who are to respond to the collection of information (2-98) contained in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response...14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Penton Media, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $.01 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 709668 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) Daniel Budde ABRY Mezzanine Partners, L.P. c/o ABRY Partners, LLC 111 Huntington Avenue, 30th Floor Boston, MA 02199 (617) 859-2959 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: Joshua N. Korff, Esq. Kirkland & Ellis Citigroup Center 153 East 53rd Street New York, NY 10022 212-446-4800 March 19, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. - --------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. Page 1 of 20 Pages The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 20 Pages CUSIP NO. 709668 10 7 Page 3 of 20 Pages --------------------- ---------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ABRY Mezzanine Partners, L.P. ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC ---------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ---------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF None. SHARES -------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 4,902,181 (See Item 5) EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH None. -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,902,181 ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,902,181 (See Item 5) ----------------------------------------------------------------------------- 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- CUSIP NO. 709668 10 7 Page 4 OF 20 Pages --------------------- ---------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ABRY Mezzanine Investors, L.P. ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable. ---------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ---------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF None. SHARES -------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 4,902,181 (See Item 5) EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH None. -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,902,181 (See Item 5) ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,902,181 (See Item 5) ----------------------------------------------------------------------------- 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- CUSIP NO. 709668 10 7 Page 5 of 20 Pages --------------------- ---------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ABRY Mezzanine Holdings, LLC ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable. ---------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ---------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF None. SHARES -------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 4,902,181 (See Item 5) EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH None. -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,902,181 (See Item 5) ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,902,181 (See Item 5) ----------------------------------------------------------------------------- 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- CUSIP NO. 709668 10 7 Page 6 of 20 Pages --------------------- ---------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Royce Yudkoff ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable. ---------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ---------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF None. SHARES -------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 4,902,181 (See Item 5) EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH None. -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,902,181 (See Item 5) ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,902,181 (See Item 5) ----------------------------------------------------------------------------- 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. The class of equity security to which this statement relates is the common stock, par value $.01 per share (the "COMMON STOCK"), of Penton Media, Inc., a Delaware corporation (the "ISSUER"). The name and address of the principal executive offices of the Issuer are Penton Media, Inc., 1300 East Ninth Street, Cleveland, Ohio 44114. ITEM 2. IDENTITY AND BACKGROUND. This statement (the "STATEMENT") is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the "COMMISSION") pursuant to Section 13 of the Securities Exchange Act of 1934 as amended (the "EXCHANGE ACT"): (i) ABRY Mezzanine Partners, L.P., a Delaware limited partnership ("ABRY PARTNERS"), by virtue of its indirect beneficial ownership of the shares of the Common Stock covered by this Statement; (ii) ABRY Mezzanine Investors, L.P, a Delaware limited partnership ("ABRY INVESTORS"), by virtue of it being the general partner of ABRY Partners; (iv) ABRY Mezzanine Holdings, LLC, a Delaware limited liability company ("ABRY HOLDINGS"), by virtue of it being the general partner of ABRY Investors; and (iv) Royce Yudkoff, an individual resident of the State of Massachusetts ("YUDKOFF"), by virtue of being the controlling member of ABRY Holdings. ABRY Partners, ABRY Investors, ABRY Holdings, and Yudkoff are sometimes referred to herein individually as a "REPORTING PERSON" and collectively as the "REPORTING PERSONS." ABRY Partners, ABRY Investors, and ABRY Holdings are sometimes referred to herein collectively as the "ABRY ENTITIES." Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person. By their signature on this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. The Reporting Persons and the other parties to the Purchase Agreement (as defined in Item 4) may also be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Statement. Certain information required by this Item 2 concerning the directors, executive officers and controlling persons of the ABRY Entities are set forth on Schedule A attached hereto, which is incorporated herein by reference. The principal business of each of the ABRY Entities is to make investments in common and preferred stock and other interests in business organizations, domestic or foreign, with the principal objective of appreciation of capital invested. The address of the principal business and principal office of each of the ABRY Entities and Yudkoff is c/o ABRY Partners, LLC., 111 Huntington Avenue, 30th Floor, Boston, MA 02199. During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Page 7 of 20 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ABRY Partners and ABACUS acquired beneficial ownership of the securities that are the subject of this filing with working capital in the ordinary course of business. The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. On March 19, 2002, pursuant to the Amended and Restated Series B Convertible Preferred Stock and Warrant Purchase Agreement (the "PURCHASE AGREEMENT") the Issuer completed the sale of 40,000 shares of its Series B Convertible Preferred Stock, par value $.01 per share (the "PREFERRED STOCK"), and warrants (the "WARRANTS") to purchase 1,280,000 shares of the Issuer's Common Stock, for $40 million (the "INITIAL CLOSING") in a private placement to ABRY Partners, ABACUS Master Fund, Ltd. ("ABACUS"), Sandler Capital Partners V, L.P. ("SANDLER V"), Sandler Capital Partners V FTE, L.P. ("SANDLER V FTE") and Sandler Capital Partners V Germany, L.P. (SANDLER V GERMANY" and together with Sandler V and Sandler V FTE, "SANDLER"). ABRY, ABACUS and Sandler are sometimes referred to herein as the "INVESTORS" and collectively as an "INVESTOR". The net proceeds from the sale of the Preferred Stock and Warrants were used to repay indebtedness. The Purchase Agreement is set forth as EXHIBIT 6 hereto. The Preferred Stock is governed by the Series B Convertible Preferred Stock Certificate of Designations (the "CERTIFICATE OF DESIGNATIONS"), set forth as EXHIBIT 3 hereto. The Warrants are governed by the terms and conditions substantially similar to those contained in the form of Warrant ("FORM OF WARRANT"), set forth as EXHIBIT 5 hereto. ABRY Partners acquired 28,000 shares of Preferred Stock and 896,000 Warrants at the Initial Closing. A closing of the sale to the Investors of an additional 10,000 shares of Preferred Stock and Warrants to purchase 320,000 shares of Common Stock (the "FINAL CLOSING") occurred on March 28, 2002. ABRY Partners purchased an additional 2,000 shares of Preferred Stock and 64,000 Warrants at the Final Closing. By virtue of their potential status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons and each of the Investors may be deemed to have shared voting and dispositive power over the shares owned by other members. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of the Investors are the beneficial owner of any Common Stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. PREFERRED STOCK - --------------- The following is a description of the material terms of the Preferred Stock and Warrants: Liquidation Preference. - ---------------------- Upon the Issuer's liquidation, dissolution or winding up, each holder of Preferred Stock will be entitled to be paid in cash, before any distribution or payment is made on the Issuer's Common Stock, an amount per share equal to the greater of: o the liquidation value of such share, as described below, plus accrued and unpaid dividends, o the amount that the holder would be entitled to receive in connection with a liquidation event had such holder converted the Preferred Stock into shares of the Issuer's Common Stock immediately prior to such liquidation event, and Page 8 of 20 Pages o the product of the number of shares of Common Stock into which such share is convertible immediately prior to the liquidation event and the applicable minimum share price, as described in "Redemption" below, as of the date of such liquidation event. For purposes of calculating the number of shares of Common Stock into which shares of Preferred Stock are convertible in the event of a liquidation, dissolution or winding up, because no actual conversion occurs, the limitations with respect to conversion discussed under the heading "Limitations on the Investors' Right to Convert, Exercise, Vote or Sell" are not applicable. The initial liquidation value per share of the Preferred Stock is $1,000. If the Preferred Stock is not converted or redeemed prior to March 19, 2008, the liquidation value per share will increase to $4,570 if stockholder approval of the issuance of the Common Stock and exercise of the Warrants and an increase in the number of authorized shares of Common Stock in the Issuer's charter (the "STOCKHOLDER APPROVAL") has been obtained as of such date or $9,140 if such approval has not been obtained. In the event of a change of control, unless a holder of the Preferred Stock requires the Issuer to redeem its shares as described below, such holder may require the Issuer to make a payment on its Preferred Stock at the liquidation preference, subject to the Issuer's satisfaction of the Issuer's obligations under the indentures governing the 10 3/8% senior subordinated notes and any notes issued under the Issuer's recently announced bond offering. Dividends. - --------- From the date of issuance until March 19, 2008, the dividends on the Preferred Stock will accrue daily on the sum of the then applicable liquidation value and the accrued dividends thereon at an annual rate of 7% per annum unless, at any time during such period, the Stockholder Approval has been obtained. The dividend rate will decrease to 5% per annum upon receipt of the Stockholder Approval. The dividend rate will decrease to 5% per annum retroactive to the date of issuance of the Preferred Stock, to the extent of any Preferred Stock still outstanding, if the Issuer obtains the Stockholder Approval by September 19, 2002. Otherwise, the reduced dividend will only apply from and after the date such approval is obtained. From and after March 19, 2008, the dividends will accrue at a rate of 15% per annum. Dividends are payable semi-annually in cash only if declared by the Issuer's Board of Directors and approved by no less than 75% of the Preferred Stock then outstanding. The provisions of the Issuer's debt instruments limit the Issuer's ability to pay dividends in cash and the Issuer has no present intention to pay cash dividends on the Preferred Stock. Upon the occurrence of certain triggering events, the dividend rate increases by one percentage point, with further one percentage point increases per quarter up to a maximum increase of five percentage points if any such event is continuing. The triggering events include: o failure to pay the liquidation preference or any cash dividends, to the extent declared, when due; o failure to comply with specified covenants and obligations contained in the Certificate of Designations or Purchase Agreement; o failure to comply with the other covenants and obligations contained in the Certificate of Designations or Purchase Agreement and such failure is not cured within 90 days; o any representation or warranty in the Purchase Agreement is proven to be false or incorrect in any material respect; o any default that results in the acceleration of indebtedness, where the principal amount of such indebtedness, when added to the principal amount of all other indebtedness then in default, exceeds $5.0 million or final judgments for the payment of money aggregating more than $1.0 Page 9 of 20 Pages million (net of insurance proceeds) are entered against the Issuer and are not discharged, dismissed, or stayed pending appeal within 90 days after entry; and o the Issuer initiates or consents to proceedings under any applicable bankruptcy, insolvency, composition, or other similar laws or make a conveyance or assignment for the benefit of the Issuer's creditors generally or any holders of any lien takes possession of, or a receiver, administrator, or other similar officer is appointed for, all or substantially all of the Issuer's properties, assets or revenues and is not discharged within 90 days. Conversion. - ---------- Each share of Preferred Stock is convertible at any time at the holder's option into the number of shares of the Issuer's Common Stock computed by multiplying the number of shares of Preferred Stock to be converted by the liquidation value, plus accrued but unpaid dividends, divided by the conversion price. The conversion price for the Preferred Stock initially will be $7.61, subject to certain anti-dilution adjustments described in the immediately following paragraph. Adjustments will be made to the conversion price if dilutive events specified in the Certificate of Designations for the Preferred Stock occur before the conversion of the Preferred Stock. These events include stock splits, stock dividends and sales of Common Stock or securities convertible into Common Stock at prices lower than either the conversion price of the Preferred Stock or the volume weighted average closing share price of the Issuer's Common Stock for the preceding 30 trading days. If any of these events occur, the maximum number of shares of Common Stock issuable upon conversion of the Preferred Stock would increase. The conversion price of the Preferred Stock will not be adjusted for an issuance of Common Stock regardless of the sales price: o related to the granting of Common Stock or options to purchase Common Stock to the Issuer's employees pursuant to the Issuer's stock option plans or the exercise of currently outstanding options; o upon conversion of the Preferred Stock; o upon exercise of the Warrants; o in certain situations, for consideration other than cash; o subject to certain limits, to a bank or similar financial institution in connection with a loan or other indebtedness for borrowed money; or o pursuant to an underwritten offering but only if the sale price is greater than the conversion price then in effect. If the Issuer does not obtain the Stockholder Approval on or prior to June 28, 2002, the conversion price will be automatically reduced by 20%. Thereafter, until the Issuer obtains such approval, every 90 days the conversion price will be reduced by 20% of the conversion price then in effect. In no event will the conversion price reduction related to the failure to timely obtain the Stockholder Approval exceed 50% of the conversion price that would have been in effect had the Issuer not failed to obtain the Stockholder Approval, and upon the Issuer's receipt of the Stockholder Approval, the conversion price will be readjusted as if no adjustments for failure to timely obtain the Stockholder Approval had occurred. In addition, if the Issuer fails to comply with specific covenants contained in the Purchase Agreement, the conversion price of the Preferred Stock will be reduced by $0.76 (adjusted for stock splits and similar transactions). The conversion price will readjust to what it would have been absent such breach (to the extent of any shares of Page 10 of 20 Pages Preferred Stock still outstanding) once the breach is cured. In addition, no such reduction to the conversion price will be made at any time that representatives of the Investors constitute a majority of the Board of Directors. Finally, if the Issuer's leverage ratio (as defined in the Purchase Agreement) exceeds 7.5 to 1.0 for any quarterly period beginning on December 31, 2002, and such leverage ratio remains in excess of 7.5 to 1.0 for a period of 90 days, the conversion price of the Preferred Stock will be reduced by $0.76 (adjusted for stock splits and similar transactions). Thereafter, until the leverage ratio reduces below 7.5 to 1.0, every 90 days the conversion price will be reduced by another $0.76 (adjusted for stock splits and similar transactions), subject to a maximum reduction not to exceed $3.80 (adjusted for stock splits and similar transactions). The conversion price will readjust to what it would have been absent such event (to the extent of any shares of Preferred Stock still outstanding) once the leverage ratio reduces below 7.5 to 1.0. In addition, no such reduction to the conversion price will be made at any time that representatives of the Investors constitute a majority of the Board of Directors. The Issuer may require the holders to convert the Preferred Stock into Common Stock at any time provided that: o no triggering event, as described in "Dividends" above or "Registration Rights" below, has occurred and is continuing and the Issuer has received the Stockholder Approval; o the proposed conversion would not occur within 30 days of any period during which trading by the Issuer's officers or directors is restricted by the Issuer's policies or within 90 days of another conversion at the Issuer's option; o the volume weighted average closing share price of the Issuer's Common Stock for the preceding 30 trading days is equal to or greater than the applicable minimum share price, as set forth below; o the aggregate number of shares of the Issuer's Common Stock issued upon conversion of the Preferred Stock at the Issuer's election during any period of 12 consecutive weeks does not exceed 15% of the aggregate volume of the Issuer's shares traded on the New York Stock Exchange during the 12 week period ended on the Saturday immediately preceding the notice date; and o the aggregate number of shares of Preferred Stock converted at any one time does not exceed the sum of 12,500 (adjusted for stock splits and similar transactions). The conversion rights with respect to the Preferred Stock discussed immediately above are subject to certain limitations which are discussed under the heading "Limitations on the Investors' Right to Convert, Exercise, Vote or Sell" below. Redemption. - ---------- The Issuer may redeem the Preferred Stock at any time, in whole or in part, provided that the redemption price is equal to the amount the holders of Preferred Stock would receive on an as-converted basis (without regard to any limitations on conversion) assuming a Common Stock share price equal to the greater of the volume weighted average closing share price of the Issuer's Common Stock for the preceding 30 trading days and the applicable minimum share price derived from the following schedule: If being redeemed prior to the third anniversary $15.18 If being redeemed after the third, but before the fourth anniversary $17.51 If being redeemed after the fourth, but before the fifth anniversary $19.31 If being redeemed after the fifth, but before the sixth anniversary $23.26 In the event of a change of control, any holder of Preferred Stock may require the Issuer to redeem all of its Preferred Stock at the redemption price determined above. Page 11 of 20 Pages Board Representation. - -------------------- The Preferred Stock entitles the holders thereof initially to three board seats. On March 19, 2008, the holders of a majority of the Preferred Stock then outstanding, if any, will be entitled to appoint one less than a minimum majority of the Board of Directors. However, at such time as the holders of Preferred Stock cease to hold shares of Preferred Stock having an aggregate liquidation preference of at least $25 million, they will lose the right to appoint the director for one of these three board seats. At such time as the holders of Preferred Stock cease to hold shares of Preferred Stock having an aggregate liquidation preference of at least $10 million and such holders' beneficial ownership of the Issuer's Preferred Stock and Common Stock constitutes less than 5% of the aggregate voting power of the Issuer's voting securities, the holders of Preferred Stock will no longer have the right to appoint any directors to the Board of Directors. In addition, upon the occurrence of the triggering event described in the sixth bullet point in "Dividends" above, the holders of a majority of the Preferred Stock may appoint a minimum majority of the Issuer's Board of Directors. Upon the occurrence of the triggering events described in the first and second bullet points in "Dividends" above, the holders of a majority of the Preferred Stock may appoint one less than a minimum majority of the Board of Directors. Upon the occurrence of the triggering events described in the third, fourth and fifth bullet points in "Dividends" above, the holders of a majority of the Preferred Stock may nominate two additional members to the Issuer's Board of Directors and, if such triggering events have not been cured or waived prior to the end of the next succeeding quarter, may appoint one less than a minimum majority the Issuer's Board of Directors. At such time as the holders of Preferred Stock cease to hold shares of Preferred Stock having an aggregate liquidation preference of at least $10 million and such holders' beneficial ownership of the Issuer's Preferred Stock and Common Stock constitutes less than 5% of the aggregate voting power of the Issuer's voting securities, the holders of Preferred Stock will no longer have the right to appoint additional directors upon these events. The Issuer has also granted the holders of the Preferred Stock the right to have representatives attend meetings of the Board of Directors until such time as they no longer own any Preferred Stock, Warrants or shares of Common Stock issued upon conversion of the Preferred Stock and exercise of the Warrants. Voting Rights. - ------------- The holders of the Preferred Stock are entitled to vote on all matters submitted to the vote of the Issuer's stockholders, voting as a single class with the common stockholders on an as-converted basis. In addition, the Issuer may not, without the affirmative vote of the holders of not less than 75% of the Preferred Stock then outstanding: o amend, modify, restate, or repeal the Issuer's certificate of incorporation or bylaws in any way that would alter the rights of the Preferred Stock or create any new class of capital stock having rights senior to or on parity with the Preferred Stock; o authorize or issue any new or existing class of capital stock or any security convertible into or exchangeable for, or having rights to purchase, any shares of the Issuer's stock having any preference or priority senior to or on parity with the Preferred Stock; o increase or decrease the authorized number of shares of Preferred Stock; o reclassify the Issuer's capital stock into shares having any preference or priority senior to or on parity with any preference or priority of the Preferred Stock; o pay or declare any dividend on any shares of the Issuer's capital stock (other than dividends on the Issuer's Common Stock payable in additional shares of the Issuer's Common Stock) or apply any of the Issuer's assets to the redemption, retirement, purchase, or acquisition, directly or indirectly, of any shares of the Issuer's capital stock, other than redemptions of the Preferred Stock and Page 12 of 20 Pages certain repurchases of shares of common stock from the Issuer's current or former employees pursuant to contractual rights; or o increase the size of the Issuer's Board of Directors to more than 12 directors, other than as may be required to satisfy the rights of the Preferred Stock described above. Covenants. - --------- Without the prior approval of a majority of the holders of the shares of Preferred Stock then outstanding the Issuer may not: o use the proceeds from the sale of the Preferred Stock and Warrants other than to refinance the Issuer's credit facility and for general corporate purposes; o make any restricted payment or restricted investment unless the Issuer's leverage ratio is less than 6.0 to 1.0 and such restricted payment or restricted investment would otherwise be permitted under the indenture governing the 10 3/8% senior subordinated notes after the application of a deemed restricted payment in an amount equal to the aggregate liquidation value of the Preferred Stock then outstanding; o enter into any agreement (or amend or modify the terms of any existing agreement, including the Issuer's Credit Agreement, the Indenture or the New Indenture (each as defined in the Purchase Agreement)), or any refinancing thereof which would modify the definition of "Change of Control," "Continuing Directors" or "Voting Equity Interests" (as defined in such instruments), or restrict the Issuer's ability to comply with the terms of the Purchase Agreement or any of the Related Documents (as defined in the Purchase Agreement); provided, however, that the Issuer may refinance any indebtedness under the Credit Agreement, the Indenture or the New Indenture so long as the terms of such refinancing are no more restrictive (including with respect to maturity) with respect to the Issuer's ability to pay any amount due to the Investors under the Purchase Agreement or the Certificate of Designations than the terms set forth in the Credit Agreement, the Indenture or New Indenture, as applicable. o prior to the sixth anniversary of the issuance date, sell any of the Issuer's assets, including the capital stock of the Issuer's subsidiaries, unless such sale is in the ordinary course of business, does not exceed 5% of the Issuer's total assets or EBITDA or, in the case of a sale of the capital stock of the Issuer's subsidiaries, is between the Issuer or any of the Issuer's wholly owned subsidiaries and another of the Issuer's wholly owned subsidiaries; o prior to the sixth anniversary of the issuance date, enter into any agreement with any affiliate (other than certain permitted affiliate transactions), unless such affiliate transaction is determined by a majority of the Issuer's Board of Directors to be fair, reasonable and no less favorable to the Issuer than could have been obtained in an arm's length transaction with a non-affiliate and is approved by a majority of the disinterested members of the Issuer's Board of Directors; o materially alter the Issuer's principal line of business or engage in any business unless such business is reasonably related to the Issuer's principal line of business; o grant any options to purchase the Issuer's Common Stock or securities convertible into or exchangeable for shares of the Issuer's Common Stock, other than options or securities granted pursuant to a stock option plan having an exercise price equal to or greater than the market value of the Issuer's Common Stock on the date of such grant and accounting for, either individually or in the aggregate, not more than 15% of the Issuer's outstanding Common Stock determined as of the day before the closing on a fully diluted, as-converted basis; or Page 13 of 20 Pages o from and after the next annual meeting of stockholders, increase the size of the Issuer's Board of Directors (other than as may be required to satisfy the rights of the Preferred Stock described above) to greater than 12 directors. From and after March 19, 2008, the Issuer may not, without the prior approval of a majority of the holders of the shares of Preferred Stock then outstanding: o sell any of the Issuer's assets, including the capital stock of the Issuer's subsidiaries; o enter into any agreement with any affiliate; o incur or permit to exist any indebtedness other than indebtedness existing as of such date and indebtedness incurred thereafter under the revolving credit facility in the ordinary course of business to provide for the Issuer's working capital needs; o acquire (by merging or consolidating with, or by purchasing an equity interest in or a portion of the assets of) any business, corporation, other business organization, or division thereof or otherwise acquire any material assets (other than inventory or other assets to be sold in the ordinary course of business); and o hire or terminate any of the Issuer's executive officers or modify or alter in any way the employment terms relating to any of the Issuer's executive officers. Sales Rights. - ------------ In addition, the terms of the Preferred Stock require that the Issuer maintain a ratio of consolidated net indebtedness, (defined as the total indebtedness of the Issuer on a consolidated basis, less cash balances in excess of $5.0 million, plus the accreted value of the Preferred Stock), to EBITDA of 7.5 to 1.0 for the twelve month period ending on the last day of December, March, June, and September of each year beginning with the period ending on December 31, 2002. If the Issuer is in violation of this covenant for four consecutive fiscal quarters, then the holders of a majority of the Preferred Stock have the right to cause the Issuer to seek a buyer for all of the Issuer's assets or all of the Issuer's issued and outstanding capital stock. The holders of Preferred Stock will not have this right if their representatives constitute a majority of the Board of Directors. However, an Investor's right to sell its shares of Preferred Stock is subject to certain conditions discussed under the heading "Limitations on the Investors' Right to Convert, Exercise, Vote or Sell" below. Preemptive Rights. - ----------------- Subject to specified limitations, the holders of the Preferred Stock may participate in all of the Issuer's future issuances of equity securities, options or rights to acquire equity securities, or any securities convertible or exchangeable for equity securities. The Preferred Stock is subject to the terms and conditions of the Purchase Agreement and the Certificate of Designations. An Investor's ability to convert or sell its Preferred Stock is subject to certain additional conditions discussed under the heading "Limitations on the Investors' Right to Convert, Exercise, Vote or Sell" below. The foregoing description of the Purchase Agreement and the Certificate of Designations is qualified in its entirety by reference to the full text of each document. Warrants. - -------- The initial exercise price of the Warrants is $7.61 per share. The Warrants are subject to anti-dilution and other adjustments that mirror those applicable to the Preferred Stock. The Warrants are immediately exercisable and expire 10 years after issuance. Page 14 of 20 Pages The Warrants are subject to the terms and conditions of the Form of Warrant and the Purchase Agreement. An Investor's ability to exercise or sell its Warrants is subject to certain additional conditions discussed specified under the heading "Limitations on the Investors' Right to Convert, Exercise, Vote or Sell" below. The foregoing description of the Warrants is qualified in its entirety by reference to the full text of the Form of Warrant and the Purchase Agreement. Limitations On the Investors' Right to Convert, Exercise, Vote or Sell. - ---------------------------------------------------------------------- Pursuant to the Purchase Agreement, Certificate of Designations and the Form of Warrant, an Investor's rights to convert its shares of Preferred Stock, exercise its Warrants, or sell shares of its Common Stock acquired pursuant to any conversion or exercise are subject certain limitations, including: o Until the Stockholder Approval is obtained and so long as the Issuer's stock is listed on the New York Stock Exchange, the holders of Preferred Stock and Warrants (so long as the Purchase Agreement is in effect) may not convert their Preferred Stock or exercise their Warrants, into more than an aggregate of 19.99% of the Issuer's Common Stock outstanding as of March 18, 2002, or 6,378,874 shares of Common Stock. The Investors and any other holder of Preferred Stock or Warrants are similarly limited to an aggregate of 19.99% of the voting power outstanding as of March 18, 2002 with respect to such Preferred Stock or Warrants. o So long as any of the notes under the Indenture or the New Indenture (as defined in the Certificate of Designations) are outstanding, no holder of Preferred Stock or Warrants may convert or exercise its Warrants or Preferred Stock which, after giving effect to such conversion or exercise, would entitle either the Investors collectively and any other holders (or "Group" of holders as defined in Section 11 of the Certificate of Designations) of Preferred Stock or Warrants (so long as the Purchase Agreement is in effect) to direct the votes with respect to an excess of 35% of the aggregate voting equity interests (as defined in the indentures governing such notes). Collectively, the Investors and any other holder of Preferred Stock or Warrants are similarly limited to 35% the aggregate voting power outstanding. o Until the Stockholder Approval is obtained, if any Investor intends to convert its Preferred Stock or exercise its Warrants, the Investor must notify the other Investors of such intention. The other Investors may then elect to participate on a PRO RATA basis in such conversion or exercise, based on the number of shares of Preferred Stock or Warrants held by the Investor(s) electing to participate in such conversion or exercise. o If any Investor elects to convert its Preferred Stock, elects to exercise its Warrants or elects to sell any shares of Common Stock acquired through such conversion or exercise to one or more third parties when the market price of the Common Stock is below the applicable prices listed on the schedule set forth under "Redemption" above, the Investor must notify each of the other Investors of such intention. The other Investors may then elect to participate, on a PRO RATA basis, in such conversion, exercise or sale based on the number of shares of Preferred Stock, Warrants, or shares of Common Stock, respectively, held by the Investor(s) electing to participate in such conversion, exercise or sale. o If either of ABRY Partners or ABACUS on the one hand, or Sandler on the other hand, intend to sell more than 10,000 shares of Preferred Stock (as may be adjusted to reflect any stock split, stock dividend, reclassification or similar transaction) to one or more third parties, the party intending such a sale must notify the other Investors of such intention. Upon receipt of such notice, the other Investors may then elect to participate, on identical terms and on a PRO RATA basis, in such sale based on the number of shares of Preferred Stock held by the Investor(s) electing to participate in such sale. Page 15 of 20 Pages Registration Rights. - ------------------- The agreements regarding the Preferred Stock provide that the Issuer will file a shelf registration statement with the SEC covering the Common Stock issued or issuable upon conversion of the Preferred Stock and exercise of the Warrants within 45 days after closing of the issuance and use the Issuer's reasonable best efforts to have the registration statement declared effective by the SEC as soon as possible, but in any event within 90 days after closing. If the registration statement is not filed within 45 days after the closing of the issuance, is not declared effective within 90 days of filing, or ceases to be effective at any time prior to the sale of all of the Common Stock covered by that registration statement, the dividend rate will increase by one percentage point. These rights are governed by the terms and conditions of the Registration Rights Agreement, set forth as EXHIBIT 7 hereto. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement. Rights Agreement Amendment. - -------------------------- On March 7, 2002, the Board of Directors of the Issuer approved Amendment No. 1, dated as of March 18, 2002, to the Rights Agreement, dated as of June 9, 2002 (the "RIGHTS AGREEMENT"), by and between the Issuer and National City Bank, as successor Rights Agent. This amendment made the provisions of the Rights Agreement inapplicable to the transactions contemplated by the Purchase Agreement. The foregoing description of this amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is set forth as EXHIBIT 4 hereto and incorporated herein by reference. Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Page 16 of 20 Pages Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of March 28, 2002, ABRY Partners owns 30,000 shares of Preferred Stock and 960,000 Warrants. Assuming conversion of all of the shares of Preferred Stock and Warrants acquired pursuant to the Purchase Agreement, the Reporting Persons may be deemed to indirectly beneficially own an aggregate of 4,902,181 shares of Common Stock, or approximately 13.3% of the Common Stock outstanding. (b) By virtue of their potential status as a "group" for purposes of Rule 13d-5, each of the members of the Reporting Group and the Investors may be deemed to have shared voting and dispositive power over the shares owned by other members. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of the Investors are the beneficial owner of any Common Stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days. (d) Except as stated within Item 4 and Item 5 of this Statement, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the agreements described above or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 -- Schedule 13D Joint Filing Agreement, dated March 28, 2002, by and among ABRY Mezzanine Partners, L.P., ABRY Mezzanine Investors, L.P., ABRY Mezzanine Holdings, LLC, and Royce Yudkoff. Exhibit 2 -- Limited Power of Attorney dated March 27, 2002. Exhibit 3 -- Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock of Penton Media, Inc. filed as Exhibit 3.1 to the Issuer's current report on form 8-K dated March 19, 2002 is hereby incorporated by reference herein. Page 17 of 20 Pages Exhibit 4 -- Amendment No. 1, dated as of March 18, 2002, to the Rights Agreement, by and between Penton and National City Bank, as successor Rights Agent filed as Exhibit 4.2 to the Issuer's current report on form 8-K dated March 19, 2002 is hereby incorporated by reference herein. Exhibit 5 -- Form of Warrant to purchase common stock of Penton Media, Inc. filed as Exhibit 4.1 to the Issuer's current report on form 8-K dated March 19, 2002 is hereby incorporated by reference herein. Exhibit 6 -- Amended and Restated Series B Convertible Preferred Stock and Warrant Purchase Agreement, dated as of March 18, 2002, among Penton Media, Inc. and the investors listed on Schedule 1 attached thereto (the "INVESTORS") filed as Exhibit 10.1 to the Issuer's current report on form 8-K dated March 19, 2002 is hereby incorporated by reference herein. Exhibit 7 -- Registration Rights Agreement, dated March 19, 2002, between Penton Media, Inc. and the Investors (the "INVESTORS"), filed as Exhibit 10.2 to the Issuer's current report on form 8-K dated March 19, 2002 is hereby incorporated by reference herein. Page 18 of 20 Pages Schedule A ---------- The following table sets forth the names, addresses and principal occupations of the executive officers, directors and principal stockholders of ABRY Mezzanine Holdings, LLC. Each such person is a citizen of the United States. Directors and Officers of ABRY Mezzanine Holdings, LLC - ------------------------------------------------------ Name, Principal Occupation, Citizenship Business Address (United States, unless otherwise indicated) Royce Yudkoff, Sole Member and c/o ABRY Partners, LLC Director 111 Huntington Avenue, 30th Floor Boston, MA 02199 Peni Garber, Vice President and Clerk c/o ABRY Partners, LLC 111 Huntington Avenue, 30th Floor Boston, MA 02199 Daniel Budde, Vice President c/o ABRY Partners, LLC 111 Huntington Avenue, 30th Floor Boston, MA 02199
Page 19 of 20 Pages SIGNATURES ---------- After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: March 28, 2002 ABRY MEZZANINE PARTNERS, L.P. ABRY MEZZANINE INVESTORS, L.P. ABRY MEZZANINE HOLDINGS, LLC ROYCE YUDKOFF By: /S/ Daniel Budde --------------------------------------------- Name: Daniel Budde Title: Attorney-in-fact for each of the Reporting Persons Page 20 of 20 Pages EX-99.1 3 y59108ex99-1.txt JOINT FILING AGREEMENT EXHIBIT 1 --------- SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. * * * * * * IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date set forth opposite their name. Date: March 28, 2002 ABRY MEZZANINE PARTNERS, L.P. ABRY MEZZANINE INVESTORS, L.P. ABRY MEZZANINE HOLDINGS, LLC ROYCE YUDKOFF By: /s/ Daniel Budde --------------------------------------------- Name: Daniel Budde Title: Attorney-in-fact for each of the Reporting Persons EX-99.2 4 y59108ex99-2.txt LIMITED POWER OF ATTORNEY EXHIBIT 2 --------- LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, ABRY Mezzanine Partners, L.P., ABRY Mezzanine Investors, L.P., ABRY Mezzanine Holdings, LLC and Royce Yudkoff has made, constituted and appointed, and by these presents does make, constitute and appoint Daniel Budde, as the undersigned's true and lawful attorney-in-fact and agent, for the undersigned in the undersigned's name, place and stead, to execute, acknowledge, deliver and file, with respect to any investment or deemed investment in Penton Media, Inc., any and all filings required by Sections 13 and/or 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Statements on Schedule 13D, Statements on Schedule 13G, Forms 3, 4, and 5, and all amendments thereto to be filed by or on behalf of any of the foregoing, hereby ratifying and confirming all that each said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than each attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 27th day of March, 2002 by the undersigned. ABRY MEZZANINE PARTNERS, L.P. By ABRY MEZZANINE INVESTORS, L.P., its general partner By ABRY MEZZANINE HOLDINGS, LLC, its general partner By: /s/ Daniel Budde --------------------------------------------- Name: Daniel Budde Title: Vice President By: /s/ Royce Yudkoff --------------------------------------------- Name: Royce Yudkoff -----END PRIVACY-ENHANCED MESSAGE-----