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): May 31, 2006

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.

Beverly Chell, Vice Chairman and Interim Chief Financial Officer of PRIMEDIA Inc., has announced her retirement and tendered her resignation effective June 30, 2006.  Ms. Chell will continue to be a member of the Board of Directors, and she will also serve as a Consultant to the Company.

Effective immediately, Kevin Neary has been appointed as Senior Vice President and Chief Financial Officer of PRIMEDIA Inc.

On May 30, 2006, PRIMEDIA Inc. entered into an employment agreement with Kevin Neary, a copy of which is furnished as Exhibit 99.3 to this report on Form 8-K. The agreement provides, in part, that Mr. Neary shall be paid an annual base salary of $400,000.00 through May 31, 2008.

Item 7.01. Regulation FD Disclosure

On May 31, 2006, PRIMEDIA Inc. issued a press release relating to the retirement and resignation of Beverly Chell as well as the appointment of Kevin Neary as Chief Financial Officer. A copy of such press release is furnished as Exhibit 99.1 to this report on Form 8-K.  Also on May 31, 2006, PRIMEDIA Inc. entered into a consulting agreement with Beverly Chell, a copy of which is furnished as Exhibit 99.2 to this report on Form 8-K. On May 30, 2006, PRIMEDIA Inc. entered into an employment agreement with Kevin Neary, a copy of which is furnished as Exhibit 99.3 to this report on Form 8-K. The information in Exhibits 99.1, 99.2 and 99.3 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 99.1: Press Release of PRIMEDIA Inc., dated May 31, 2006.

Exhibit 99.2: Consulting Agreement between PRIMEDIA Inc. and Beverly Chell.

Exhibit 99.3: Employment Agreement between PRIMEDIA Inc. and Kevin Neary (which includes a Severance Agreement between Channel One Communications Corporation and Kevin Neary referenced in such employment agreement).

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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:	May 31, 2006	/s/ Beverly C. Chell
		Beverly C. Chell
		Vice Chairman

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of PRIMEDIA Inc., dated May 31, 2006
99.2	Consulting Agreement between PRIMEDIA Inc. and Beverly Chell.
99.3	Employment Agreement between PRIMEDIA Inc. and Kevin Neary (which includes a Severance Agreement between Channel One Communications Corporation and Kevin Neary referenced in such employment agreement).

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EX-99.1

Exhibit 99.1

PRIMEDIA Announces Retirement of Beverly Chell; Elects Kevin
Neary Chief Financial Officer and Senior Vice President

NEW YORK, NY (May 31, 2006) — PRIMEDIA, Inc. (NYSE: PRM) the country’s leading targeted media company, today announced the retirement of Co-founder, Vice Chairman and interim CFO, Beverly Chell, effective June 30, 2006. Ms. Chell will maintain active involvement with PRIMEDIA as a member of the Board of Directors and serve as a consultant to the Company.

PRIMEDIA also announced today the promotion of Kevin Neary (42) to the positions of Chief Financial Officer and Senior Vice President effective today. Mr. Neary has been with the Company for nearly 15 years and was most recently Chief Financial Officer of PRIMEDIA’s Enthusiast Media division. Mr. Neary will report directly to Chairman, President and CEO, Dean Nelson.

Ms. Chell co-founded PRIMEDIA in 1989 and went on to shape the direction of the Company through sixteen years in various executive roles, among them vice chairman, general counsel, chief financial officer and secretary. Ms. Chell has led numerous transactions for the Company, including, financings, acquisitions and divestitures. During her tenure with PRIMEDIA at various times, she oversaw the Company’s legal, financial, corporate development, insurance, real estate, corporate communications departments and other strategic initiatives.

“I would like to publicly thank Beverly for her many years of commitment, counsel and insight which has helped to make PRIMEDIA the world’s leading enthusiast media Company,” said Mr. Nelson. “I speak for the entire Company when I say that she has made a broad and indelible imprint on PRIMEDIA. I am pleased that Beverly will remain engaged in the business as an active Board member and consultant. Ms. Chell will continue to lead PRIMEDIA’s exploration of a possible separation of its businesses into two separate publicly-traded companies, as announced October 24, 2005.”

Mr. Nelson added, “We are pleased to announce that Kevin is now CFO of PRIMEDIA. He has had a long and successful run at the Company which has enabled him to build a deep understanding of PRIMEDIA’s many assets and divisions. His experience in senior-level finance positions, his deep understanding of the Company’s long-term vision and his significant financial leadership abilities make him a perfect fit for this job. Kevin comes into lead an already strong finance team, which we expect will make significant positive contributions to PRIMEDIA as it enters its next growth phase.”

During his near 15-year tenure in various leadership positions at the Company, Mr. Neary also served as Senior Vice President, Finance for PRIMEDIA Enthusiast Magazines. In addition, he held the titles of director, acquisition analysis and manager, internal audit for PRIMEDIA, Inc. where he oversaw PRIMEDIA’s financial areas of due diligence.

Mr. Neary launched his finance career as a CPA at Ernst & Young where he was an audit manager.

Reporting directly to Mr. Neary are Robert Sforzo, SVP, Chief Accounting Officer; Bruce Abrahams, newly elected SVP, Financial Reporting & Tax; Carl Salas, SVP, Treasurer; Peter Sallese, VP, Financial Planning and Analysis for PRIMEDIA’s Enthusiast Media division; and George Alleyne, VP of Internal Audit.

About PRIMEDIA

PRIMEDIA is the leading targeted media company in the United States. With 2005 revenue of $990 million, its properties comprise over 100 brands that connect buyers and sellers through print publications, Internet, events, merchandise and video programs in three market segments:

•Enthusiast Media is the #1 special interest magazine publisher in the U.S. with more than 90 publications, 100 leading Web sites, 90 events, 11 TV programs, 600 branded products, and has such well-known brands as Motor Trend, Automobile, Automotive.com, Equine.com, In-Fisherman, Power & Motoryacht, Hot Rod, Snowboarder, Stereophile, Surfer, and Wavewatch.com.

•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 50,000 locations. The Group owns and operates leading Web sites including ApartmentGuide.com, AutoGuide.com, NewHomeGuide.com and RentClicks.com.

•Education includes Channel One, a proprietary network to secondary schools and PRIMEDIA Healthcare, a continuing medical education business.

# # #

CONTACT:

Press:    Elliot Sloane, Sloane & Company: 212-446-1860,

Investor Relations:    Eric Leeds, 212-745-1885

EX-99.2

Exhibit 99.2

CONSULTING AGREEMENT

CONSULTING AGREEMENT (this “Agreement”), dated as of July 1, 2006, by and between PRIMEDIA Inc. (“Company”), and Beverly Chell (“Consultant”).

1.Services/Term. Consultant will provide management and legal services and strategic and financial advice as requested by Company related to the operations of the Company and to the Company’s exploration of a possible spin-off of part of the Company’s business (the “Spin-off”). Consultant and Company shall reasonably agree on the hours and days Consultant will work, provided, however, that Consultant agrees to make herself reasonably available to assist on the completion of the Spin-off if the Company determines to go forward. This Agreement shall run from July 1, 2006 through December 31, 2006 unless otherwise agreed by the parties.

2.Consulting Fee. In consideration of the services performed by Consultant hereunder, Company shall pay Consultant a fee of $3,250 per full day worked. Partial days may be grouped together by Consultant in 8-hour increments or invoiced at the hourly rate of $406.25 per hour. Consultant shall submit invoices on a monthly basis. Effective with the commencement of this Agreement, Consultant shall be considered a non-employee Director of the Company for purposes of her service on the Board of Directors and the consulting fees hereunder shall be exclusive of any payments Consultant may receive from the Company as a director or member of any Board of Directors committees

3.Expenses.Consistent with its regular approval practices, the Company shall

reimburse Consultant for all reasonable and customary business related expenses incurred in the performance of Consultant’s duties.

4.Termination. Company or Consultant may terminate this Agreement at any time upon 30 days notice. In the event of a termination, Consultant shall be paid for all work performed and expenses incurred through the date of termination.

5.Independent Contractor. Consultant acknowledges that she is being retained under this Agreement as an independent contractor and not as a joint venturer, agent or employee. Consultant shall be responsible for the payment of all taxes owing in connection with any amounts paid hereunder including, without limitation, federal and state income taxes and social security.

6.Confidential Information. It is understood that in order for Consultant to perform her duties under this Agreement, it will be necessary for the Company to divulge to Consultant its proprietary information, including, but not limited to, all information and data relating to or concerned with the Company’s business, finances and plans for the future. Consultant agrees that she will not divulge such proprietary information to anyone outside the Company at any time whether or not she remains a consultant of the Company, except as may be required by law or in connection with the Company’s business. Consultant agrees that he will not use the proprietary information of the Company, for any reason, after the expiration of this Agreement.

7.Works for Hire. Consultant hereby agrees that all creations which are or may become legally protectible, including, without limitation, all designs, ideas, plans, inventions, improvements, writings and other works of authorship, theses, books, computer programs, software, lectures, illustrations, scientific and mathematical models or prints (collectively, the “Works”) in the course of providing consulting services to Company pursuant to the Agreement shall be considered “works

made for hire” and shall be the sole and exclusive property of Company. In the event that the Works are not deemed to be works made for hire, then and in such event, by this Agreement, Consultant hereby assigns all right, title and interest in and to the Works to Company. This assignment includes all “moral rights” and to the extent such moral rights cannot be assigned under applicable law, Consultant hereby waives such moral rights.

8.Governing Law. This Agreement shall be governed and interpreted and enforced in accordance with the laws of the State of New York.

9.Miscellaneous.

(a)Waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such waiving party.

(b)This Agreement shall not be assignable by either party except that the Company may assign any of its rights and obligations hereunder to any of its subsidiaries or affiliates, or to any successor in interest to the Company’s business.

(c)This instrument contains the entire agreement and understanding of the parties hereto. It may not be changed except by an agreement in writing signed by Consultant and the Company.

(d)If any term, condition or provision of this Agreement shall be declared, to any extent, invalid or unenforceable, the remainder of the Agreement, other than the term, condition or provision held invalid or unenforceable, shall not be affected thereby and shall be considered in full force and effect and shall be valid and be enforced to the fullest extent permitted by law.

(e)This Agreement may be signed in any number of counterparts each of which shall be deemed an original.

PRIMEDIA Inc.
By:	/s/ Christopher A. Fraser
Name:	Christopher A. Fraser
Title:	SVP, General Counsel, Secretary
/s/ Beverly Chell
Beverly Chell

EX-99.3

Exhibit 99.3

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 30, 2006, by and between PRIMEDIA Inc., a Delaware corporation (“Company”), and Kevin Neary, an individual resident of New Jersey (“Employee”).

WHEREAS, Company wishes to retain Employee in its employ; and

WHEREAS, Employee desires to be retained by Company pursuant to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.Services. The Company hereby retains Employee, and Employee hereby agrees to be retained by the Company, as Senior Vice President and CFO with duties and responsibilities subject to the management and direction of the Company’s officers and directors. Employee agrees to devote 100% of his professional time to this position and will perform his duties to the best of his abilities.

2.Compensation and Benefits.

(a)Base Salary. Employee shall be paid an aggregate annual base salary equal to $400,000 subject to periodic reviews. In addition, Employee shall participate in the Company’s Executive Incentive Compensation Plan (“EICP”) at a target

percentage of annual earned base salary which shall be no less than fifty-five (55%) percent, starting with the full 2006 calendar year.

(b)Benefits. During the term of this Agreement, Company shall provide Employee with benefits commensurate with those provided to Company employees generally, including, without limitation, eligibility for (i) coverage under the PRIMEDIA Health and Welfare Plan if Employee elects such coverage (a portion of the premiums under this plan are paid for by Employee through salary deductions) and (ii) participation in the PRIMEDIA Thrift and Retirement Plan.

(c)Stay Bonuses. If Employee remains an employee of Company on March 31, 2007, Company shall pay Employee a stay bonus of $100,000. If employee remains an Employee of Company on May 31, 2008, Company shall pay Employee a stay bonus of $150,000 (together with the bonus described in the preceding sentence, the”Stay Bonuses”). The Stay Bonuses shall be paid, less applicable withholdings, on the date such Stay Bonuses are earned.

3.Term and Termination.

(a)Term. The term of this Agreement shall commence as of the date hereof (the “Commencement Date”), and shall continue in effect through May 31, 2008 unless earlier terminated in accordance with Section 3(b).

(b)Early Termination Due to Death, Disability or For Cause.

(i)This Agreement:

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(A)shall terminate automatically upon Employee’s death;

(B)may be terminated by the Company upon Employee incurring a “Permanent Disability” which shall mean a disability which renders Employee unable by reason of physical or mental illness, to perform the services specified herein in a reasonably professional manner for a period of more than three consecutive months, as reasonably determined by Company’s management; and

(C)may be terminated by the Company for “Cause” which shall mean any intentional act of dishonesty committed by you in connection with your employment, substance abuse, conviction of a felony, behavior injurious to the Company, the willful or repeated failure or refusal to perform your duties or gross insubordination.

(ii)Amounts Payable Upon Early Termination. In the event that this Agreement shall terminate pursuant to any of the provisions of Section 3(b) hereof, Employee shall be entitled to receive only any outstanding salary for time actually worked, and actual business expenses incurred subject to Company’s regular approval process.

(c)Termination Without Cause. The Company reserves the right to terminate Employee’s employment at any time for any reason. In the event the Company terminates Employee’s employment for any reason other than as described in Section

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3(b), and provided that Employee executes a separation and release agreement in the form then being used by the Company, (i) if the termination is during the term of this Agreement, Employee shall be entitled to receive the greater of (A) the remaining amounts due under this Agreement less applicable withholding taxes which shall mean base salary from the date of termination up to and including May 31, 2008, plus Employee’s EICP target bonus for the year of termination and all subsequent full calendar years covered under this Agreement, plus Five-Twelfths (5/12) of Employee’s EICP target bonus for 2008 and any unpaid Stay Bonuses; or (B) the severance amount set forth in Employee’s severance letter dated July 28, 1999 (the “Severance Agreement”), plus any unpaid Stay Bonuses; (ii) if the termination is after the term of this Agreement, the severance amount set forth in the Severance Agreement.

4.Expenses. The Company shall reimburse Employee for all reasonable and customary out-of-pocket travel and entertainment expenses incurred in the performance of her duties hereunder provided such expenses have been approved in advance by Employee’s supervisor or are in accordance with a budget that has been so approved.

5.Confidentiality/Non-Compete. Employee shall not, directly or indirectly, divulge, publish or otherwise reveal to any person, firm, corporation or other entity for any reason or purpose whatsoever, any confidential information related to the Company, except as demanded under power of subpoena or court order, as otherwise required by law, or as authorized in writing by the Company provided that Employee shall give the

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Company prompt written notice of any subpoena or court order or other legal requirement so that the Company may seek a protective order. Confidential information shall not include any information that, at the time of disclosure, is generally available to the public.

6.Specific Performance. The parties acknowledge that there may be no adequate remedy at law for a breach by Employee of Section 5 of this Agreement and that money damages may not be an adequate remedy for such breach. Therefore, Employee agrees that the Company shall have the right, in addition to any other rights it may have, to injunctive relief and specific performance of such Section in the event of any breach by the Employee. The remedy set forth in the preceding two sentences is cumulative and shall in no way limit any other remedy any party hereto has at law, in equity or pursuant hereto.

7.Governing Law. This Agreement shall be governed and interpreted and enforced in accordance with the laws of New York.

8.Miscellaneous.

(a)Waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such waiving party.

(b)This Agreement shall not be assignable by either party except that the Company may assign its rights and obligations hereunder to any of its sister companies or subsidiaries or to any successor in interest, provided that such assignment

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shall not result in any change in the terms of this Agreement and Company shall remain secondarily liable for its obligations hereunder.

(c)This instrument contains the entire agreement and understanding of the parties hereto. It may not be changed except by an agreement in writing signed by both parties.

(d)If any term, condition or provision of this Agreement shall be declared, to any extent, invalid or unenforceable, the remainder of the Agreement, other than the term, condition or provision held invalid or unenforceable, shall not be affected thereby and shall be considered in full force and effect and shall be valid and be enforced to the fullest extent permitted by law.

PRIMEDIA Inc.
By:	/s/ Christopher Fraser
Name:  Christopher Fraser
Title:  Senior Vice President
/s/ Kevin Neary
Kevin Neary

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Channel One Communications Corporation

600 Madison Avenue

New York, NY 10022

July 28, 1999

Mr. Kevin Neary
Acting COO

Dear Kevin:

In connection with your continuing employment Channel One Communications Corporation (“the Company”), this letter will constitute our agreement relating to amounts and benefits owing to you in connection with any termination of your employment.

In the event that we terminate your employment without cause at any time after the date hereof, we will pay you as severance (i) an aggregate amount equal to 18 months base salary at the rate being paid on the date your employment is terminated by the Company (the “Date of Termination”), less applicable withholdings, payable bi-weekly on the Company’s regularly scheduled payroll dates and (ii) your target bonus under the Company’s Executive Incentive Compensation Plan (“EICP”) for the portion of the year worked from the beginning of the calendar year in which the termination occurs to the Date of Termination, less applicable withholdings, payable no later than March 31 of the year following the year in which your termination occurred. Any EICP bonus for completed calendar years unpaid at the Date of Termination shall be paid in full in accordance with the EICP.

No severance payments whatsoever shall be payable upon your voluntary resignation or upon termination of your employment for cause. For purposes of this letter, “cause” shall mean substance abuse, conviction of a felony, fraud, theft, embezzlement, sexual harassment, or willful or repeated failure or refusal to follow reasonable policies or directives established by your supervisor or the Board of Directors of the Company.

As consideration for the severance and benefits to be provided to you pursuant to this letter and as a condition to your receipt of any payments hereunder, you agree to execute a separation and release agreement substantially in the form attached hereto in which you will agree to release any claims against the Company.

The severance arrangements set forth above shall be in lieu of and not in addition to anyother severance policies of the Company which may be in effect generally from time to time.

Both parties agree that any disputes hereunder shall be heard and determined by an arbitrator selected in accordance with the rules and procedures of the American Arbitration Association in New York City and that the arbitrator’s findings shall be final and binding on both parties hereto.

This letter and, its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of New York.

This letter constitutes our entire agreement, supersedes all prior agreements between us which are of no further force and effect. The provisions of this letter may not be changed or waived, except by a writing signed by both parties hereto.

Very truly yours,
By:	/s/ Beverly Chell
Beverly Chell
Vice Chairman