-----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, DsPV5Lqo2ZW06rbax01SUfln2GLoifKUb61DxfEGQFuYRsDNO86eQxfWFAsBuJAp 6gtnly4/qrg7d8+slvnJ8A== 0001047469-98-004275.txt : 19980210 0001047469-98-004275.hdr.sgml : 19980210 ACCESSION NUMBER: 0001047469-98-004275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980209 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980209 SROS: NYSE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11106 FILM NUMBER: 98525586 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 8-K 1 FORM 8-K 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) February 9, 1998 PRIMEDIA INC. (Exact name of registrant as specified in its charter) Delaware 1-11106 13-3647573 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 745 Fifth Avenue, New York, New York 10151 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 745-0100 K-III Communications Corporation (Former name or former address, if changed since last report) Exhibit Index on Page 4 Item 5. Other Events. See financial information entitled Financial Highlights (Unaudited) included in the News Release, dated January 28, 1998, attached hereto as Exhibit 99.1 See News Release, dated February 6, 1998, attached hereto as Exhibit 99.2 See News Release, dated February 6, 1998, attached hereto as Exhibit 99.3 Item 7. Financial Statements and Exhibits. (c) Exhibits (99.1) Financial Highlights (Unaudited) (99.2) News Release. (99.3) News Release. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PRIMEDIA INC. By: Beverly C. Chell --------------------- Date: February 9, 1998 Beverly C. Chell Vice Chairman and Secretary Index to Exhibits Exhibit Number Description - -------------- ----------- (99.1) Financial Highlights (Unaudited) (99.2) News Release (99.3) News Release EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 PRIMEDIA INC. FINANCIAL HIGHLIGHTS (UNAUDITED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS TWELVE MONTHS ENDED DECEMBER 31, ENDED DECEMBER 31, ---------------------------- ---------------------------- 1997 1996 1997 1996 ------------- ------------- ------------- ------------- Sales--Net.......................................... $ 397.6 $ 379.4 $ 1,487.6 $ 1,374.4 Operating Costs and Other Expenses.................. 307.6 291.5 1,185.6 1,097.8 ------------- ------------- ------------- ------------- Earnings before Interest, Taxes, Depreciation, Amortization and provision for one-time charges (EBITDA).......................................... 90.0 87.9 302.0 276.6 Depreciation and Amortization and Other............. 58.5 50.8 184.2 190.7 Provision for loss on the sales of businesses, net and other......................................... -- -- 138.6 -- ------------- ------------- ------------- ------------- Operating Income (Loss)............................. 31.5 37.1 (20.8) 85.9 Interest Expense.................................... (32.9) (33.3) (136.6) (124.6) Other Income (Expense), Net......................... 0.5 0.2 (1.7) 3.0 ------------- ------------- ------------- ------------- Income (Loss) before Income Tax Benefit and Extraordinary Charge.............................. (0.9) 4.0 (159.1) (35.7) Income Tax Benefit.................................. -- 53.3 1.7 53.3 ------------- ------------- ------------- ------------- Income (Loss) before Extraordinary Charge........... (0.9) 57.3 (157.4) 17.6 Extraordinary Charge--Extinguishment of Debt........ -- (2.0) (15.4) (9.6) ------------- ------------- ------------- ------------- Net Income (Loss)................................... (0.9) 55.3 (172.8) 8.0 Preferred Stock Dividends: Recurring......................................... (12.5) (12.2) (49.8) (43.5) Non-recurring..................................... (15.3) -- (15.3) -- ------------- ------------- ------------- ------------- Earnings (Loss) Applicable to Common Shareholders... $ (28.7) $ 43.1 $ (237.9) $ (35.5) ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Basic and Diluted Earnings (Loss) Applicable to Common Shareholders per Common Share: Income (Loss) before Extraordinary Charge......... $ (.22) $ .35(A) $ (1.72) $ (.20) Extraordinary Charge.............................. -- (.02) (.12) (.07) ------------- ------------- ------------- ------------- Net Income (Loss)................................. $ (.22) $ .33(A) $ (1.84) $ (.27) ------------- ------------- ------------- ------------- Basic and Diluted Common Shares Outstanding......... 129,404,368 128,961,695(A) 129,304,900 128,781,518 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Note: (A) For the fourth quarter of 1996, diluted earnings per share was as follows: Income before Extraordinary Charge.............................. $ .34 Extraordinary Charge............................................ (.02) ------------- Net Income...................................................... $ .32 ------------- ------------- Diluted common shares outstanding:.............................. 133,866,122 ------------- ------------- SUPPLEMENTAL DISCLOSURE Diluted Common Shares Outstanding presented below represent the shares which would have been used in computing diluted earnings per share if the Company had income in all periods presented: Diluted Common Shares Outstanding................... 132,710,786 131,855,324 132,511,115 132,071,336 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- OTHER DATA Cash and cash equivalents....................................................... $ 22,978 $ 36,655 ------------- ------------- ------------- ------------- Long-term debt and other, including current maturities.......................... $ 1,721,110 $ 1,596,251 ------------- ------------- ------------- ------------- Preferred Stock................................................................. $ 470,280 $ 442,729 ------------- ------------- ------------- ------------- Capital Expenditures, net....................................................... $ 31,108 $ 28,790 ------------- ------------- ------------- -------------
EX-99.2 3 EXHIBIT 99.2 Exhibit 99.2 For Immediate Release Contacts: PRIMEDIA Investors: Warren Bimblick 212-745-0615 Web-site: www.primediainc.com PRIMEDIA To Issue New Preferred Stock and Senior Notes New York, February 6, 1998 - PRIMEDIA Inc. (NYSE: PRM) announced the following anticipated financing actions: - PRIMEDIA intends to issue $175 million of new 12-year preferred stock at a dividend rate to be determined. The proceeds will be used to redeem all of its 11 5/8% Series B Preferred stock with the proceeds. The new preferred issue will rank pari passu with the Company's other outstanding preferred stock. - PRIMEDIA intends to issue $200 million of 10-year Senior Notes at an interest rate to be determined. The proceeds will be used to reduce bank borrowings. The new preferred stock and the new senior notes are both expected to be issued in the next few weeks through private offerings in accordance with Rule 144A of the Securities Act of 1933. The securities offered will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. EX-99.3 4 EXHIBIT 99.3 Exhibit 99.3 For Immediate Release Contacts: PRIMEDIA Warren Bimblick 212-745-0615 Web-site: www.primediainc.com PRIMEDIA Enhances Growth Opportunities Investment Fund Managed by Kohlberg Kravis Roberts & Co. Agrees to Purchase $200 Million of New PRIMEDIA Common Shares New York, February 6, 1998 - PRIMEDIA Inc. (NYSE: PRM) and Kohlberg Kravis Roberts & Co., L.P. (KKR) announced that an investment fund managed by KKR will purchase 16,666,667 new shares of PRIMEDIA common stock resulting in net proceeds to the Company of $200 million. The issuance of the shares is not expected to result in dilution to earnings in 1998. All of the proceeds will be used to enhance PRIMEDIA's capital structure and fund growth opportunities. The price per share was based on the seven day average price of $12.77 less a discount, for net proceeds to the Company of $12.00 per share. Actions Enhance Growth Opportunities "This new capital will help PRIMEDIA to accelerate its earnings growth in 1998 and beyond, particularly through new investment in product development, joint ventures, technology, electronic products, international expansion and licensing of our brands," said William F. Reilly, chairman and chief executive officer of PRIMEDIA. "It will also help accelerate our ability to acquire product lines in targeted niches that enhance our position in our six growth platforms (specialty consumer magazines, technical and trade magazines, classroom education, workplace education, consumer information and business information). "KKR enabled this company to get started nine years ago, and their support of our management team's growth strategy has been unwavering," said Mr. Reilly. "We are pleased to have the opportunity to deleverage the Company on attractive terms without subjecting the Company to market risks and other costs associated with public market alternatives." "PRIMEDIA is one of KKR's largest investments, and we believe that PRIMEDIA is an excellent investment opportunity," said Michael T. Tokarz, a member of Kohlberg Kravis Roberts & Co., and a director of PRIMEDIA. "We are convinced that Bill Reilly and his management team, with this investment, have the ability to accelerate the growth prospects for the Company." An independent committee of the PRIMEDIA board of directors was advised by Morgan Stanley & Co. Incorporated, and KKR was advised by Salomon Smith Barney. It is anticipated that the transaction will close in about 30 days. PRIMEDIA Inc. (formerly K-III Communications) is the authoritative source of specialized information in targeted media (specialty magazines, technical and trade magazines, consumer and business information) and education (classroom learning and workplace learning). Some key brands include Seventeen, New York, Chicago, Soap Opera Digest, Channel One, Weekly Reader, World Almanac, Horticulture, Modern Bride, American Baby and Westcott. This release contains certain forward-looking statements concerning PRIMEDIA's operations, economic performance and financial condition. These statements are based upon a number of assumptions and estimates which are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company, and reflect future business decisions which are subject to change. Some of these assumptions may not materialize, and unanticipated events will occur which can affect the Company's results. -----END PRIVACY-ENHANCED MESSAGE-----