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): November 15, 2005

PRIMEDIA Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	1-11106	13-3647573
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
745 FIFTH AVENUE, NEW YORK, NEW YORK
(Address of principal executive offices)
10151
(Zip Code)
Registrant’s telephone number, including area code (212) 745-0100

Item 1.01. Entry into a Material Definitive Agreement

On November 15, 2005, PRIMEDIA Inc. (“PRIMEDIA”) announced that it has entered into an agreement to purchase a majority stake in Automotive.com, Inc. (the “Company”). The Company and its related websites are averaging 34 million page views and 12 million visitors per month.  For the 2004 calendar year, the Company had revenues of $26.1 million and earnings before interest, taxes, depreciation, amortization and payments to shareholders of $7.2 million.

The purchase price for the majority interest is $72,500,000 in cash for an initial 80% stake plus the contribution of certain PRIMEDIA assets associated with its 55 automotive internet websites.  PRIMEDIA will acquire the remaining 20% no later than early 2010 for an additional purchase price based on the Incremental EBITDA (as such term is defined) of the Company and the Combined EBITDA (as such term is defined) as follows:  (a) half (0.5) times the Combined EBITDA if it is $12,000,000 or below, (b) four (4.0) times the Incremental EBITDA if the Combined EBITDA is between $12,000,000 and $82,000,000 or (c) four and a half (4.5) times the Incremental EBITDA if the Combined EBITDA is greater than $82,000,000.  The terms Combined EBITDA and Incremental EBITDA shall mean, respectively, the EBITDA in the preceding year generated by the Company including the operation of the Contributed Assets, and the difference between the Combined EBITDA and $12,000,000.  “EBITDA” for purposes of the transaction means, generally, for any calendar year, aggregate net revenues less all operating expenses incurred in such calendar year, but before any provision for (i) interest income or expense, (ii) federal, state, local or other taxes on income or for federal, state or local income tax benefits or (iii) depreciation or amortization, including amortization of intangible assets.  The purchase of the remaining 20% will be triggered if, among other things, Josh Speyer, the current Chief Executive Officer of the Company, elects to leave or is terminated for cause.

PRIMEDIA will provide on a timely basis such additional information as required under Item 2.02 of Form 8-K.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1: Press Release of PRIMEDIA Inc., dated November 15, 2005.

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SIGNATURES

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. (Registrant)
Date:	November 15, 2005	/s/ Christopher A. Fraser
		Christopher A. Fraser
		General Counsel and Secretary

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of PRIMEDIA Inc., dated November 15, 2005

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EX-99.1

Exhibit 99.1

PRIMEDIA Acquires Majority Interest in Automotive.Com

Transaction Expected to Drive Significant Growth by Combining Automotive.com’s Strength in Lead Generation and Search Engine Optimization with PRIMEDIA’S Auto Brands, Content, and Advertising Sales Expertise

New York, NY, November 15, 2005 – PRIMEDIA Inc (NYSE:PRM) today announced that it has acquired a majority stake in Automotive.com, the premier automotive lead generation business serving new car buyers.  As part of the transaction, PRIMEDIA has contributed the valuable assets associated with its 55 automotive Internet sites to Automotive.com.

The purchase price for the majority interest was $72.5 million in cash for the initial 80% stake and the remaining 20% will be acquired no later than early 2010 with the price contingent on the incremental earnings generated by Automotive.com.  Following this acquisition, PRIMEDIA’s net debt, including preferred securities and expressed as a multiple of Segment EBITDA will be down 1.2 times from the beginning of 2005.

With this transaction, PRIMEDIA gains an immediate leadership presence in the lead generation marketplace—with significant growth potential—and opens new synergies and revenue opportunities for its portfolio of established automotive brands.  This transaction also furthers PRIMEDIA’s ability to service auto enthusiasts and marketing partners alike through the reach and efficiency of the Internet.  Online spend in the automotive category is now estimated to be $1 to 2 billion and climbing at an impressive rate of more than 25% per year.

Automotive.com has quickly built one of the largest sourcing networks of any car buying Web site.  Automotive.com and its related websites average 34 million page views and 12 million visitors per month and has had steady year over year revenue growth.

PRIMEDIA’s automotive online presence now holds an unmatched collection of 55 content sites associated with the most recognizable brands in the automotive industry among which are, Intellichoice.com, MotorTrend.com, Lowrider.com, Automobilemag.com and Hotrod.com.  PRIMEDIA’s automotive related websites are averaging 38 million page views and 9 million visitors per month. These content sites will be run as part of Automotive.com under the leadership of Josh Speyer, CEO of Automotive.com who will continue as CEO of the combined business.

“We’re leveraging the strong positions of PRIMEDIA’s renowned auto brands, content-rich auto sites and advertising sales expertise with Automotive.com’s powerful technology and Internet-marketing practices.  These are two very complementary businesses coming together to bring a new level of value for the consumer and the automotive marketplace,” said Dean Nelson, chairman, CEO and president, PRIMEDIA.  “Under the leadership of Josh Speyer and Jason Phillips, Automotive.com has quickly

become a very profitable lead generation engine.  This marks another major step by PRIMEDIA to enter the Internet transactional space by combining with a leader in the most profitable sector of the automotive Internet lead generation business.”

Josh Speyer added, “There is great mutual benefit that comes with this union.  PRIMEDIA has the portfolio of venerable auto brands, trusted content and relationships with marketing partners.  Automotive.com brings a legacy of expertise in search engine marketing, search engine optimization and a technology platform that has been proven to drive increased traffic and to ultimately monetize that traffic into high quality automotive lead generation.  Through unparalleled resources and content, we are creating a best of breed product for the automotive industry.

“Our business grows because the leads we generate streamline the buying process and convert to sales.  PRIMEDIA enables users to refine their search through access to extensive content and will further boost the quality of our leads.  At the same time, we can increase impressions and create pathways that drive even more traffic to PRIMEDIA’s popular auto sites.”

Tri-Artisan Partners LLC served as exclusive financial advisor to Automotive.com and Latham & Watkins LLP served as its legal counsel.

About PRIMEDIA

PRIMEDIA is the leading targeted media company in the United States. With 2004 revenue of $1.1 billion, its properties comprise over 135 brands that connect buyers and sellers through print publications, websites, events, newsletters and video programs in three market segments:

•Enthusiast Media is the #1 special interest magazine publisher in the U.S. with more than 120 publications, 115 websites, 100 events, 10 TV programs, 340 branded products, and has such well-known brands as Motor Trend, Automobile, Creating Keepsakes, In-Fisherman, Power & Motoryacht, Hot Rod, Snowboarder, Stereophile and Surfer.

•Consumer Guides is the #1 publisher and distributor of free consumer guides in the U.S. with Apartment Guide, Auto Guide and New Home Guide, distributing free consumer publications through its proprietary distribution network, DistribuTech, in more than 49,000 locations.

•Education includes Channel One, a proprietary network to secondary schools; Films Media Group, a leading source of educational videos; and Interactive Medical Network, a continuing medical education business.

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CONTACT:

Josh Hochberg, Sloane & Company: 212-446-1892

Eric Leeds, PRIMEDIA, Investor Relations: 212-745-1885