SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
PRIMEDIA Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
74157K101
------------------------------------------------------------------------------
(CUSIP Number)
MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P.,
Publishing Associates, L.P., Channel One Associates, L.P.,
KKR Partners II, L.P., KKR Associates, L.P., KKR 1996 Fund L.P.,
KKR Associates 1996 L.P. and KKR 1996 GP LLC
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 24, 2001
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 31 Pages)
CUSIP No.74157K101 13D Page 2 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MA ASSOCIATES, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 33,814,640
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,814,640
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,814,640
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.54%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 3 of 31 Pages
**Based on 217,564,802 shares of Issuer Common Stock outstanding on July
31, 2001.
CUSIP No.74157K101 13D Page 4 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FP ASSOCIATES, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 15,200,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,200,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,200,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.99%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN*
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 5 of 31 Pages
**Based on 217,564,802 shares of Issuer Common Stock outstanding on July
31, 2001.
CUSIP No.74157K101 13D Page 6 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAGAZINE ASSOCIATES, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 34,524,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 34,524,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,524,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.87%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 7 of 31 Pages
**Based on 217,564,802 shares of Issuer Common Stock outstanding on July
31, 2001.
CUSIP No.74157K101 13D Page 8 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PUBLISHING ASSOCIATES, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 9,375,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,375,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,375,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.31%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 9 of 31 Pages
**Based on 217,564,802 shares of Issuer Common Stock outstanding on July
31, 2001.
CUSIP No.74157K101 13D Page 10 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHANNEL ONE ASSOCIATES, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 12,500,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,500,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.75%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 11 of 31 Pages
**Based on 217,564,802 shares of Issuer Common Stock outstanding on July
31, 2001.
CUSIP No.74157K101 13D Page 12 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KKR PARTNERS II, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,472,625
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,472,625
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,625
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.68%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 13 of 31 Pages
**Based on 217,564,802 shares of Issuer Common Stock outstanding on July
31, 2001.
CUSIP No.74157K101 13D Page 14 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KKR ASSOCIATES, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
177,803,447
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
177,803,447
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,803,447
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.87%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 15 of 31 Pages
**Based on (1) 217,564,802 shares of Issuer Common Stock outstanding
on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by
KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock
and Common Stock Securities Purchase Agreement (as defined below), (3)
preferred stock automatically convertible into 15,795,745 shares of Issuer
Common Stock pursuant to the Series K Preferred Stock and Common Stock
Securities Purchase Agreement (as defined below), (4) a warrant to purchase
2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred
Securities Purchase Agreement (as defined below), (5) preferred stock
convertible into 17,857,143 shares of Issuer Common Stock pursuant to the
Series J Preferred Securities Purchase Agreement (as defined below) and (6) a
warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the
Commitment Letter (as defined below).
CUSIP No.74157K101 13D Page 16 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KKR 1996 FUND L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO (see item 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 70,917,182
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 70,917,182
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,917,182
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.67%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 17 of 31 Pages
**Based on (1) 217,564,802 shares of Issuer Common Stock outstanding
on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by
KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock
and Common Stock Securities Purchase Agreement (as defined below), (3)
preferred stock automatically convertible into 15,795,745 shares of Issuer
Common Stock pursuant to the Series K Preferred Stock and Common Stock
Securities Purchase Agreement (as defined below), (4) a warrant to purchase
2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred
Securities Purchase Agreement (as defined below), (5) preferred stock
convertible into 17,857,143 shares of Issuer Common Stock pursuant to the
Series J Preferred Securities Purchase Agreement (as defined below) and (6) a
warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the
Commitment Letter (as defined below).
CUSIP No.74157K101 13D Page 18 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KKR ASSOCIATES 1996 L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO (see item 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 70,917,182
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 70,917,182
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,917,182
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.67%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 19 of 31 Pages
**Based on (1) 217,564,802 shares of Issuer Common Stock outstanding
on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by
KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock
and Common Stock Securities Purchase Agreement (as defined below), (3)
preferred stock automatically convertible into 15,795,745 shares of Issuer
Common Stock pursuant to the Series K Preferred Stock and Common Stock
Securities Purchase Agreement (as defined below), (4) a warrant to purchase
2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred
Securities Purchase Agreement (as defined below), (5) preferred stock
convertible into 17,857,143 shares of Issuer Common Stock pursuant to the
Series J Preferred Securities Purchase Agreement (as defined below) and (6) a
warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the
Commitment Letter (as defined below).
CUSIP No.74157K101 13D Page 20 of 31 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KKR 1996 GP LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO (see item 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
177,803,447
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
177,803,447
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,803,447
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.87%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.74157K101 13D Page 21 of 31 Pages
**Based on (1) 217,564,802 shares of Issuer Common Stock outstanding
on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by
KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock
and Common Stock Securities Purchase Agreement (as defined below), (3)
preferred stock automatically convertible into 15,795,745 shares of Issuer
Common Stock pursuant to the Series K Preferred Stock and Common Stock
Securities Purchase Agreement (as defined below), (4) a warrant to purchase
2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred
Securities Purchase Agreement (as defined below), (5) preferred stock
convertible into 17,857,143 shares of Issuer Common Stock pursuant to the
Series J Preferred Securities Purchase Agreement (as defined below) and (6) a
warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the
Commitment Letter (as defined below).
Page 22 of 31 Pages
Item 1. Security and Issuer.
This statement relates to shares of common stock, $.01 par value per
share, of PRIMEDIA Inc. ("Issuer's Common Stock"), a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 745
Fifth Avenue, New York, New York 10151.
Item 2. Identity and Background.
This statement is being filed jointly by MA Associates, L.P., a
Delaware limited partnership ("MA Associates"), FP Associates, L.P., a
Delaware limited partnership ("FP Associates"), Magazine Associates, L.P., a
Delaware limited partnership ("Magazine Associates"), Publishing Associates,
L.P., a Delaware limited partnership ("Publishing Associates"), Channel One
Associates, L.P., a Delaware limited partnership ("Channel One Associates"),
KKR Partners II, L.P., a Delaware limited partnership ("Partners"), KKR
Associates, L.P., a New York limited partnership ("KKR Associates"), which is
the sole general partner of MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates and Partners, KKR 1996 Fund
L.P., a Delaware limited partnership ("KKR 1996 Fund"), KKR Associates 1996
L.P., a Delaware limited partnership, which is the sole general partner of KKR
1996 Fund ("KKR Associates 1996"), and KKR 1996 GP LLC, a Delaware limited
liability company which is the sole general partner of KKR Associates 1996
("KKR 1996 LLC") (MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates, Partners, KKR Associates, KKR
1996 Fund, KKR Associates 1996 and KKR 1996 LLC, collectively, the "Reporting
Persons"). Capitalized terms used herein without definition have meanings
ascribed to such terms in Schedule 13D.
The Reporting Persons previously reported their beneficial ownership
in a statement on Schedule 13D filed March 19, 1998 and this Statement
constitutes amendment number 1 to such prior statement.
Each of MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates and Partners is principally
engaged in the business of investing in securities.
The sole general partner of MA Associates, FP Associates, Magazine
Associates, Publishing Associates, Channel One Associates and Partners is KKR
Associates. KKR Associates is principally engaged in the business of investing
through partnerships in other companies.
KKR 1996 Fund is principally engaged in the business of investing in
other companies. Each of KKR Associates 1996 and KKR 1996 LLC is principally
engaged in the business of investing through partnerships in other companies.
The address of the principal business and office of each of the
Reporting Persons is 9 West 57th Street, New York, New York 10019.
Page 23 of 31 Pages
Messrs. Henry R. Kravis and George R. Roberts are the managing
members of KKR 1996 LLC and are also the members of the Executive Committee of
KKR Associates. The other members of KKR 1996 LLC are Messrs. Robert I.
MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr.,
Michael T. Tokarz, Perry Golkin, Scott M. Stuart, Edward A. Gilhuly, Todd
Fisher, Johannes Huth, Alexander Navab and Neil Richardson. Messrs. Kravis,
Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart and
Gilhuly are also general partners of KKR Associates. Messrs. Kravis, Roberts,
MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart, Gilhuly,
Fisher and Navab are each United States citizens, Mr. Huth is a German citizen
and Mr. Richardson is an English citizen, and the present principal occupation
or employment of each is as a managing member or member of KKR & Co. L.L.C.,
which is the general partner of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), a
private investment firm, the addresses of which are 9 West 57th Street, New
York, New York 10019, 2800 Sand Hill Road, Suite 200, Menlo Park, California
94025 and Sterling Square, 7 Carlton Garden, London SW1Y5AD. The business
address of each of Messrs. Kravis, Raether, Golkin, Tokarz, Stuart and Navab
is 9 West 57th Street, New York, New York 10019; the business address of each
of Messrs. Roberts, MacDonnell, Michelson and Greene is 280 Sand Hill Road,
Suite 200, Menlo Park, California 94025; the business address of each of
Messrs. Gilhuly, Fisher, Huth and Richardson is Sterling Square, 7 Carlton
Garden, London SW1Y5AD.
During the last five years, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the other persons named in
this Item 2: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 hereof, the funds used by KKR 1996
Fund in connection with the transactions described herein were provided from
general funds available to KKR 1996 Fund.
Item 4. Purpose of the Transaction.
Pursuant to the Securities Purchase Agreement, dated as of August
24, 2001, between KKR 1996 Fund and the Issuer (the "Series K Preferred Stock
and Common Stock Securities Purchase Agreement"), on August 24, 2001, KKR 1996
Fund purchased 15,795,745 shares of Series K preferred stock that will, after
the satisfaction of certain conditions, automatically convert into 15,795,745
shares, subject to adjustment, of the Issuer's Common Stock at a conversion
price of $4.70 per share and 10,800,000 shares of the Issuer's Common Stock
for $4.70 per share, for an aggregate purchase price of $125,000,000.
Pursuant to the Securities Purchase Agreement, dated as of August
24, 2001, between KKR 1996 Fund and the Issuer (the "Series J Preferred
Securities Purchase Agreement"), on August 24, 2001, KKR 1996 Fund purchased
1,000,000 shares of Series J
Page 24 of 31 Pages
preferred stock convertible into 17,857,143 shares, subject to adjustment, of
the Issuer's Common Stock, at a conversion price of $7 per share, for an
aggregate purchase price of $125,000,000, and received a warrant to purchase
an aggregate of 2,620,000 shares, subject to adjustment, of the Issuer's
Common Stock, at an exercise price of $7 per share.
Pursuant to the Commitment Letter, dated as of July 1, 2001 between
KKR 1996 Fund and the Issuer (the "Commitment Letter" and together with the
Series K Preferred Stock and Common Stock Securities Purchase Agreement and
the Series J Preferred Securities Purchase Agreement, the "Securities Purchase
Agreements"), the Issuer issued to KKR 1996 Fund a warrant to purchase an
aggregate of 1,250,000 shares, subject to adjustment, of the Issuer's Common
Stock, at an exercise price of $7 per share.
Concurrently with the execution and delivery of the Securities
Purchase Agreements, the Issuer and the Reporting Persons (excluding KKR
Associates, KKR Associates 1996 and KKR 1996 LLC) (collectively, the
"Stockholders") entered into a second amended and restated registration rights
agreement, dated as of August 24, 2001 (the "Registration Rights Agreement"),
which amended and restated the registration rights agreement dated as of
February 5, 1998 among the Issuer and the Stockholders.
Pursuant to the Registration Rights Agreement, Stockholders holding
at least 15% of the Registrable Securities (as defined below) have the right
to require the Issuer to file a registration statement under the Securities
Act, covering the registration of any and all of the shares of the Issuer's
Common Stock issued or issuable to the Stockholders and any other shares of
the Issuer's Common Stock issued or distributed in respect thereof (the
"Registrable Securities"). The Stockholders are entitled to an unlimited
number of "demand" registration rights under the Registration Rights
Agreement, provided that the Issuer has agreed to pay all registration
expenses (which exclude underwriting discounts and commissions) ("Registration
Expenses") only in connection with the first twenty demand registrations. All
expenses for any subsequent registrations are required to be paid pro rata by
the Issuer and all other Stockholders participating in such registration. The
Stockholders also have unlimited "piggyback" rights, with respect to
registrations made by the Issuer, including registrations made on behalf of
other stockholders of the Issuer. All Registration Expenses in connection with
any "piggyback" registration are required to be paid by the Issuer. The
Stockholders' demand and piggyback registration rights are subject to
customary restrictions and limitations.
In connection with any registration statement filed pursuant to the
Registration Rights Agreement, the Issuer and the Stockholders have agreed to
indemnify each other against certain liabilities, including certain
liabilities under the Securities Act.
The registration rights with respect to the Registrable Securities
shall be for the benefit of and enforceable by any subsequent holder of any
Registrable Security.
Pursuant to the Registration Rights Agreement, the Stockholders have
agreed not to sell shares of any equity securities of the Issuer within 7 days
before or 90 days after the effective date of such registration in connection
with any underwritten public offering.
Page 25 of 31 Pages
The preceding summary of certain provisions of the Securities
Purchase Agreements and the Registration Rights Agreement is not intended to
be complete and is qualified in its entirety by reference to the full text of
such agreements, copies of which are filed as Exhibits 1, 2, 3 and 4 hereto,
and which are incorporated herein by reference.
Messrs. Kravis, Roberts, Tokarz and Golkin are directors of the
Issuer.
The Reporting Persons intend to review on a continuing basis their
investment in the Issuer. Subject to the limitations described above, the
Reporting Persons may decide to increase or decrease their investment in the
Issuer depending upon the price and availability of the Issuer's securities,
subsequent developments affecting the Issuer, the Issuer's business and
prospects, other investment and business opportunities available to the
Reporting Persons, general stock market and economic conditions, tax
considerations and other factors.
Other than as described above, none of the Reporting Persons has any
plans or proposals that relate to, or would result in, any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although
they reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of August 24, 2001, MA Associates, FP Associates,
Magazine Associates, Publishing Associates, Channel One Associates and
Partners were the owners of 33,814,640, 15,200,000, 34,524,000, 9,375,000,
12,500,000 and 1,472,625 shares, respectively, of the Issuer's Common Stock,
representing 15.54%, 6.99%, 15.87%, 4.31%, 5.75% and .68%, respectively, of
the outstanding shares of the Issuer's Common Stock (based on the number of
shares of the Issuer's Common Stock outstanding as of July 13, 2001). Each of
the MA Associates, FP Associates, Magazine Associates, Publishing Associates,
Channel One Associates and Partners has the sole power to dispose of or to
direct disposition of the shares of the Issuer's Common Stock that it owns.
As of August 24, 2001, KKR 1996 Fund was the owner of 70,917,182
shares of the Issuer's Common Stock, representing 26.67% of the outstanding
shares of the Issuer's Common Stock (based on (1) 217,564,802 shares of the
Issuer's Common Stock outstanding on July 31, 2001, (2) 22,594,294 shares of
the Issuer's Common Stock acquired prior to August 24, 2001, (3) 10,800,000
shares of the Issuer's Common Stock purchased by KKR 1996 Fund L.P. on August
24, 2001 pursuant to the Series K Preferred Stock and Common Stock Securities
Purchase Agreement, (4) preferred stock automatically convertible into
15,795,745 shares of the Issuer's Common Stock pursuant to the Series K
Preferred Stock and Common Stock Securities Purchase Agreement, (5) a warrant
to purchase 2,620,000 shares of the Issuer's Common Stock pursuant to the
Series J Preferred Securities Purchase Agreement, (6) preferred stock
convertible into 17,857,143 shares of the Issuer's Common Stock pursuant to
the Series J Preferred Securities Purchase Agreement and (7) a warrant to
purchase 1,250,000 shares of the Issuer's Common Stock pursuant to the
Commitment Letter). KKR 1996 Fund has the sole power to dispose of or to
direct the disposition of the shares of the Issuer's Common Stock that it
owns.
Page 26 of 31 Pages
KKR Associates has the power to direct the voting of and disposition
of any shares of the Issuer's Common Stock deemed to be beneficially owned by
MA Associates, FP Associates, Magazine Associates, Publishing Associates,
Channel One Associates and Partners. As a result, KKR Associates may be deemed
to beneficially own any shares of the Issuer's Common Stock deemed to be
beneficially owned by MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates and Partners. Each of Messrs.
Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin,
Stuart and Gilhuly are general partners of KKR Associates, and each of Messrs.
Kravis and Roberts are also the members of the Executive Committee of KKR
Associates. As a result, each of the general partners of KKR Associates may be
deemed to beneficially own any shares of Issuer Common Stock that KKR
Associates may own or be deemed to beneficially own. Neither the filing of
this Schedule 13D nor any of its contents shall be deemed to constitute an
admission that any Reporting Person or other person described in Item 2 is the
beneficial owner of the Issuer Common Stock referred to in this paragraph for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and
such beneficial ownership is expressly disclaimed.
KKR Associates 1996 has the power to direct the voting of and
disposition of any shares of the Issuer's Common Stock beneficially owned by
KKR 1996 Fund. As a result, KKR Associates 1996 may be deemed to beneficially
own any shares of the Issuer's Common Stock beneficially owned by KKR 1996
Fund. KKR 1996 LLC, as the sole general partner of KKR Associates 1996, has
the power to direct the voting of and disposition of any shares of the
Issuer's Common Stock deemed to be beneficially owned by KKR Associates 1996.
As a result, KKR 1996 LLC may be deemed to beneficially own any shares of the
Issuer's Common Stock deemed to be beneficially owned by KKR Associates 1996.
Messrs. Kravis and Roberts, as the managing members of KKR 1996 LLC, and each
of Messrs. MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart,
Gilhuly, Fisher, Huth, Navab and Richardson, as the other members of KKR 1996
LLC, may be deemed to beneficially own any shares of the Issuer's Common Stock
that KKR 1996 LLC may be deemed to beneficially own. Each such individual
disclaims beneficial ownership of such shares.
The Reporting Persons may be deemed to be a group in relation to
their respective investments in the Issuer.
Messrs. Tokarz and Golkin are the beneficial owners of 5,000 and
3,000 shares, respectively, of the Issuer's Common Stock. Messrs. Golkin and
Tokarz each have sole power to dispose of or direct the disposition of their
respective shares of the Issuer's Common Stock.
(c) Except as set forth in Item 4 and this Item 5, to the best
knowledge of each of the Reporting Persons, none of the Reporting Persons and
no other person described in Item 2 hereof has beneficial ownership of, or has
engaged in any transaction during the past 60 days in, any shares of the
Issuer's Common Stock.
(d) Except as set forth in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive dividends from, or
the proceeds from the sale of, the shares of the Issuer's Common Stock
referred to in this Item 5.
(e) Not applicable.
Page 27 of 31 Pages
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer.
Except as set forth in this Statement, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power over the securities of the Issuer.
Page 28 of 31 Pages
Item 7. Material to be Filed as Exhibits.
1. Securities Purchase Agreement, dated as of August 24, 2001, between
PRIMEDIA Inc. and KKR 1996 Fund L.P.
2. Securities Purchase Agreement, dated as of August 24, 2001 between
PRIMEDIA Inc. and KKR 1996 Fund L.P.
3. Commitment Letter, dated as of July 1, 2001 between PRIMEDIA Inc. and KKR
1996 Fund L.P.
4. Second Amended and Restated Registration Rights Agreement, dated as of
August 24, 2001, among PRIMEDIA Inc., KKR 1996 Fund L.P., Publishing
Associates, L.P., MA Associates, L.P., FP Associates, L.P., Magazine
Associates, L.P., KKR Partners II, L.P., and Channel One Associates, L.P.
Page 29 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete
and correct.
MA ASSOCIATES, L.P.
By: KKR ASSOCIATES, L.P.
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A General Partner
FP ASSOCIATES, L.P.
By: KKR ASSOCIATES, L.P.
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A General Partner
MAGAZINE ASSOCIATES, L.P.
By: KKR ASSOCIATES, L.P.
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A General Partner
PUBLISHING ASSOCIATES, L.P.
By: KKR ASSOCIATES, L.P.
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A General Partner
CHANNEL ONE ASSOCIATES, L.P.
By: KKR ASSOCIATES, L.P.
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A General Partner
Dated August 27, 2001
Page 30 of 31 Pages
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES L.P.
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A General Partner
KKR ASSOCIATES, L.P.
By: /s/ Michael Tokarz
-----------------------
A General Partner
KKR 1996 FUND L.P.
By: KKR ASSOCIATES 1996 L.P.
Its General Partner
By: KKR 1996 GP LLC
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A Member
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC
Its General Partner
By: /s/ Michael Tokarz
-----------------------
A Member
KKR 1996 GP LLC
By: /s/ Michael Tokarz
-----------------------
A Member
Dated August 27, 2001
Page 31 of 31 Pages
INDEX TO EXHIBITS
1. Securities Purchase Agreement, dated as of August 24, 2001, between
PRIMEDIA Inc. and KKR 1996 Fund L.P.
2. Securities Purchase Agreement, dated as of August 24, 2001 between
PRIMEDIA Inc. and KKR 1996 Fund L.P.
3. Commitment Letter, dated as of July 1, 2001 between PRIMEDIA Inc. and KKR
1996 Fund L.P.
4. Second Amended and Restated Registration Rights Agreement, dated as of
August 24, 2001, among PRIMEDIA Inc., KKR 1996 Fund L.P., Publishing
Associates, L.P., MA Associates, L.P., FP Associates, L.P., Magazine
Associates, L.P., KKR Partners II, L.P., and Channel One Associates, L.P.