-----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, B2QYZfWTKFxxscdpBKs5z6Eu/OL8cBpERqrC0HQFVvkFtOwpAbsE16uqALZ3iU9l uH2fMWdcK1gsEpLw4ZcOAA== 0001104659-05-063258.txt : 20051230 0001104659-05-063258.hdr.sgml : 20051230 20051230132219 ACCESSION NUMBER: 0001104659-05-063258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051230 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051230 DATE AS OF CHANGE: 20051230 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: 1934 Act SEC FILE NUMBER: 001-11106 FILM NUMBER: 051293837 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 a05-22553_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): December 30, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Matthew A. Flynn, Chief Financial Officer of PRIMEDIA Inc., has tendered his resignation and will depart from the company in mid-January 2006 in order to pursue another professional opportunity.  The company has appointed Beverly C. Chell, Vice Chairman of PRIMEDIA, to serve as Interim Chief Financial Officer until the appointment of a permanent replacement.

 

Item 7.01. Regulation FD Disclosure

 

On December 30, 2005, PRIMEDIA Inc. issued a press release relating to the resignation of its Chief Financial Officer.  A copy of such press release is furnished as Exhibit 99 to this report on Form 8-K.  The information in Exhibit 99 is being furnished pursuant to Items 7.01 and 9.01 of this report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit 99: Press Release of PRIMEDIA Inc., dated December 30, 2005

 

2



 

 

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:

December 30, 2005

 

/s/ Beverly C. Chell

 

 

 

 

 

Beverly C. Chell

 

 

 

 

 

Vice Chairman

 

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Press Release of PRIMEDIA Inc., dated December 30, 2005

 

4


EX-99 2 a05-22553_1ex99.htm EXHIBIT 99

Exhibit 99

 

MATTHEW FLYNN STEPS DOWN FROM CFO POSITION OF PRIMEDIA

Vice Chairman Beverly Chell to Serve as Interim CFO

NEW YORK, NY (December 30, 2005) — PRIMEDIA Inc. (NYSE: PRM) today announced that Matthew Flynn has resigned from his post as Senior Vice President and Chief Financial Officer to become Chief Financial Officer of Hanley Wood, LLC. Beverly Chell, the Company’s Vice Chairman who is currently overseeing the corporate financial departments, will serve as Interim CFO.  All corporate financial personnel including the CFO have been and will continue to report to Ms. Chell.

“While we are disappointed that Matt has decided to leave PRIMEDIA, we appreciate all that he has done in his nearly five years with the Company,” said Dean Nelson, PRIMEDIA’s Chairman, CEO, and President. “Matt skillfully guided our finances through a particularly challenging period, and did so with professionalism and dedication. We wish him well on his new endeavor.

“As one of PRIMEDIA’s founders and a member of the Company’s Board of Directors, Beverly is the obvious choice to serve as our Interim CFO. Since founding the Company more than a decade ago, she has helped to position the Company as a leader in the industry and we’re very fortunate to have her directing our internal financial team,” added Nelson.

Mr. Flynn served as PRIMEDIA’s Senior Vice President, Chief Financial Officer since May 2003.  He joined the Company in March 2001 and worked closely with the Company’s lenders, rating agencies and managed relationships with investors and other key stakeholders. During his tenure, the Company significantly reduced its leverage and successfully issued $975 million in aggregate Senior Notes.

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, 9 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.

# # #

CONTACT:

(Investors) Eric Leeds: 212-745-1885
(Media) Elliot Sloane: 212-446-1860

 


 

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