-----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, ST8FbZrO11Wbj2Js/5yZNIHaSc0HtFZPOktzdCsJGrjQjzA7S2fFm77G2qmQ8CU8 YjuTW35ESgpEh0Bm/k8M6w== 0000884382-01-000003.txt : 20010402 0000884382-01-000003.hdr.sgml : 20010402 ACCESSION NUMBER: 0000884382-01-000003 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMEDIA INC CENTRAL INDEX KEY: 0000884382 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133647573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-11106 FILM NUMBER: 1587697 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2127450100 MAIL ADDRESS: STREET 1: 745 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10151 FORMER COMPANY: FORMER CONFORMED NAME: K III COMMUNICATIONS CORP DATE OF NAME CHANGE: 19930328 11-K 1 0001.txt PRIMEDIA INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from ______________ to ______________ Commission file number 1-11106 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PRIMEDIA Inc. PRIMEDIA EMPLOYEE STOCK PURCHASE PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PRIMEDIA Inc. 745 Fifth Avenue New York, New York 10151 PRIMEDIA Inc. PRIMEDIA Employee Stock Purchase Plan Index to Financial Statements PAGES Independent Auditors' Report 2 Statement of Net Assets as of December 31, 2000 3 Statement of Changes in Net Assets for the period March 29, 2000(date of inception through December 31, 2000 4 Notes to Financial Statements 5-7 INDEPENDENT AUDITORS' REPORT To the Board of Directors of PRIMEDIA Inc. and Participants of the PRIMEDIA Employee Stock Purchase Plan New York, New York We have audited the accompanying statement of net assets of the PRIMEDIA Employee Stock Purchase Plan (the "Plan") as of December 31, 2000 and the related statement of changes in net assets for the period from March 29, 2000 (date of inception) through December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets of the Plan as of December 31, 2000, and the changes in its net assets for the period from March 29, 2000 (date of inception) through December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP New York, New York March 23, 2001 PRIMEDIA Inc. PRIMEDIA Employee Stock Purchase Plan Statement of Net Assets as of December 31, 2000
ASSETS: Employer accounts receivable $ 1,426,696 ------------------- Total assets 1,426,696 LIABILITIES - ------------------- NET ASSETS $ 1,426,696 ===================
See Notes to Financial Statements PRIMEDIA Inc. PRIMEDIA Stock Purchase Plan
Statement of Changes in Net Assets for the period from March 29, 2000 (date of inception) through December 31, 2000 Participant contributions $ 1,426,696 --------------- Total additions 1,426,696 --------------- Total deductions - --------------- Net additions 1,426,696 Net assets, beginning of period - --------------- Net assets, end of period $ 1,426,696 ===============
See Notes to Financial Statements PRIMEDIA Inc. PRIMEDIA Employee Stock Purchase Plan Notes to Financial Statements 1. DESCRIPTION OF THE PLAN: The following description of the PRIMEDIA Inc. (the "Company") PRIMEDIA Employee Stock Purchase Plan, (the "Plan"), provides only general information. Participants should refer to the Plan document for a more complete statement of the Plan's provisions. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. a. General Description The Plan is an employee stock purchase plan that allows participants to purchase shares of PRIMEDIA Common Stock ("Stock") through payroll deductions. The Plan's fiscal year, for years after fiscal 2000 is divided into two six-month periods ("Offering Periods"). The Offering Periods are January 1 to June 30 and July 1 to December 31 and represent the periods during which participants' payroll deductions are accumulated. For fiscal 2000, the offering period is March 29 to December 31. At the end of each Offering Period, the participants' accumulated payroll deductions are used to purchase shares of Stock. Participants may purchase shares of Stock for an amount equal to 90% of the lesser of (1) the closing price of a share of Stock on the first day of the Offering Period or (2) the closing price of a share of Stock on the last day of the Offering Period ("Option Price"). The Plan was approved by the Company's stockholders on March 27, 2000. The stock subject to issuance under the Plan shall be authorized but unissued common stock, treasury shares or shares purchased on the open market. The aggregate number of shares, which may be issued pursuant to the Plan, is 5,000,000. At December 31, 2000, participants of the Plan accumulated payroll deductions sufficient to purchase 132,793 shares of Stock subsequent to December 31, 2000, leaving 4,867,207 shares of Stock available for future purchases by Plan participants. The Plan is neither qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, nor subject to any of the provisions of the Employee Retirement Income Security Act of 1974 (commonly known as "ERISA"). b. Eligibility All full-time or part-time employees of the Company and its eligible subsidiaries, who customarily work at least 20 hours per week and five months a year are eligible to participate in the Plan. Eligible employees may only enroll in the Plan prior to the beginning of a Offering Period. c. Stock Purchases On the last trading day of each Offering Period, the amount of each participant's accumulated payroll deductions is applied towards the purchase of the maximum number of whole and fractional shares of Stock possible, determined by dividing the participant's total contribution by the per share Option Price applicable for that Offering Period. During the offering period ended December 31, 2000, the maximum number of shares of Stock a participant can purchase is 921 shares. This share limitation will not apply in future Offering periods on and after January 1, 2001. Purchased shares of Stock are transferred to a brokerage account in the name of the participant at a securities brokerage firm approved by a committee appointed by the Board of Directors of the Company. d. Participant Contributions Participants may elect to have 2% to 5% of their "Base Salary" (as defined in the Plan) deducted on an after-tax basis for the purchase of Stock. Participants may only increase or decrease their deduction percentages prior to the beginning of a Offering Period and may not decrease their deductions during the Offering Period except to stop contributing. No interest accrues or is paid on participants' accumulated payroll deductions. Once made, the Company may use the payroll deductions for any corporate purpose, and the Company has no obligation to segregate employees' payroll deductions from any other funds of the Company or to hold funds representing the same pending the application thereof to the purchase of shares at the end of each Offering Period in accordance with the Plan. e. Participant Refunds Plan participants may withdraw from the Plan at any time prior to the last day of a Offering Period by properly notifying the Company. A participant's accumulated payroll deductions for the Offering Period prior to withdrawal from the Plan will be promptly refunded to the participant without interest (unless required by law). In addition, Plan participants can elect to stop future contributions and leave contributions already made in the current Offering Period in the Plan (to purchase share at the end of the Offering Period) by properly notifying the Company at specified times prior to the last day of a Offering Period. Participants who terminate their employment relationship with the Company are not eligible to continue in the Plan. All payroll deductions accumulated during the Offering Period through the date of such cessation of employment are refunded to the employee or, in the event of the employee's death, to the beneficiary designated by the participant on his/her Enrollment/Change Form. f. Administrative Expenses The Company bears all costs in connection with the Plan including administrative fees and all fees associated with the issuance of Stock. The Plan participant is responsible for all brokerage and related expenses associated with the sale of Stock. Administrative expenses related to the Plan amounted to approximately $85,000 for the period March 29, 2000 (date of inception through December 31, 2000). g. Plan Termination The Plan may be terminated at any time by the Company's Board of Directors but such termination shall not affect options then outstanding under the Plan. If at any time shares of Stock reserved for the purpose of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares shall be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase Stock, and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase stock will be refunded, without interest(unless required by law). 2. INCOME TAX STATUS: The Plan fulfills the requirements of an "employee stock purchase plan" as defined in Section 423 of the Internal Revenue Code. As such, the Plan is not required to file income tax returns or pay income taxes. Under Section 423, a participating employee will not recognize taxable income, and the Company will not be entitled to a tax deduction, for federal income tax purposes when an employee enrolls in the Plan or when a participant purchases shares of Stock under the Plan. 3. SUBSEQUENT EVENTS: Plan participants' accumulated payroll deductions for the Offering Period ended December 31, 2000, amounted to $1,426,696 and have been recorded as an amount receivable from the Company at December 31, 2000. Subsequent to December 31, 2000, $1,426,696 of these accumulated deductions were used to purchase 132,793 shares of Stock which were issued to participants by the Company in January 2001. The 132,793 shares of Stock purchased subsequent to December 31, 2000 had a market value of $1,585,211 as of the option price date. INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration No. 33-52280 of PRIMEDIA Inc. Form S-8 under the Securities Act of 1933 of our report dated March 23, 2001, appearing in this Annual Report on Form 11-K of the PRIMEDIA Employee Stock Purchase Plan for the period from March 29, 2000 (date of inception) through December 31, 2000. /s/ DELOITTE & TOUCHE LLP. New York, New York March 27, 2001 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the PRIMEDIA Employee Stock Purchase Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PRIMEDIA Inc. PRIMEDIA Employee Stock Purchase Plan March 27, 2001 By: /s/ Beverly C. Chell Vice Chairman and Secretary PRIMEDIA Inc.
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