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): September 30, 2005
PRIMEDIA Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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1-11106 |
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13-3647573 |
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(State or other Jurisdiction of Incorporation or Organization) |
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(Commission |
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(I.R.S. Employer |
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745 FIFTH AVENUE, NEW YORK, NEW YORK |
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(Address of principal executive offices) |
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10151 |
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(Zip Code) |
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Registrant’s telephone number, including area code (212) 745-0100 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets
On September 30, 2005, PRIMEDIA Inc. completed the previously announced sale of its subsidiary PRIMEDIA Business and Magazines Inc. to PBI Media Holdings Inc. an entity controlled by Wasserstein & Co., LP through its U.S. Equity Partners II, LP investment partnership for approximately $385 million in cash. A copy of the press release announcing the completion of such sale is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Financial Information for each of the three years in the period ended December 31, 2004 (filed herewith as Exhibit 99.2)
(c) Exhibits
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Exhibit 99.1 |
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Press Release dated October 3, 2005 |
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Exhibit 99.2 |
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Unaudited Pro Forma Condensed Consolidated Financial Information for each of the three years in the period ended December 31, 2004 |
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Exhibit 99.3 |
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Stock Purchase Agreement between PRIMEDIA Companies Inc. and PBI Media Holdings Inc., dated August 5, 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.
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PRIMEDIA Inc. |
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Date: |
October 6, 2005 |
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By: |
/s/ Beverly C. Chell |
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Beverly C. Chell |
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Vice Chairman and Secretary |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated October 3, 2005 |
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99.2 |
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Unaudited Pro Forma Condensed Consolidated Financial Information for each of the three years in the period ended December 31, 2004 |
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99.3 |
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Stock Purchase Agreement between PRIMEDIA Companies Inc. and PBI Media Holdings Inc., dated August 5, 2005 |
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