SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
PENTON MEDIA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[PENTON LOGO] PENTON MEDIA, INC.
PRESS RELEASE The Penton Media Building
1300 E 9th St
Cleveland, OH 44114 USA
216.696.7000
Fax 216.931.9492
http://www.penton.com
FOR IMMEDIATE RELEASE
CONTACT: Mary Abood
VP, Corporate Communications & Investor Relations
216-931-9551 or 216-696-7000 Ext. 9551
PENTON TO ANNOUNCE FOURTH-QUARTER EARNINGS ON MARCH 14
COMPANY TO PROPOSE CORRECTIVE SHARE ACTION FOR JUNE 12 ANNUAL MEETING VOTE;
WILL NOT PROPOSE EXTENSION OF SHAREHOLDER RIGHTS AGREEMENT
CLEVELAND, OH - February 18, 2003 - Penton Media, Inc. (NYSE: PME) today
announced that it will release its fourth-quarter 2002 earnings before the
market opens on March 14, 2003. The Company plans to hold a conference call to
discuss the results and its first-quarter 2003 business outlook at 10 a.m.
Eastern time that same morning. The call dial-in number is 973-633-1010. A
telephone replay of the conference call will be available beginning the
afternoon of March 14 until 6 p.m. Eastern time, March 21, by calling
1-402-220-1156 (no access code is necessary). The live call will also be
accessible via the Investors section of Penton's Web site, www.penton.com, and
will be archived on the site.
Penton also announced that its Board of Directors has voted to propose a reverse
stock split for shareholder approval at the Company's annual meeting, set for
June 12, 2003. This corrective share action was part of a plan submitted by
Penton to the New York Stock Exchange (NYSE) to meet the NYSE $1.00 stock price
listing requirement.
Under NYSE rules, if a company determines that, if necessary, it will cure the
NYSE $1.00 share price listing condition by taking an action that will require
approval of its shareholders, it must obtain shareholder approval by its next
annual meeting, and must implement the action promptly. The stock price
condition will be cured if Penton's stock price exceeds $1.00 per share promptly
following implementation of the action, and remains above $1.00 for at least the
following 30 trading days.
Penton's Board also voted not to propose to shareholders an extension of its
Shareholder Rights Agreement, and to allow the Rights Agreement to terminate at
the close of business on June 12, 2003.
The record date for the Company's annual meeting was set as May 6, 2003.
- more -
PENTON MEDIA, PAGE 2 OF 2, February 18, 2003
Penton expects to file a proxy statement with the Securities and Exchange
Commission and to send the proxy statement to shareholders seeking their
approval of a corrective share action. The Company urges investors and
shareholders to read the proxy statement carefully when it is available. The
proxy statement will contain important information about the action and the
other proposals to be brought before the annual meeting on June 12. Investors
and shareholders will be able to obtain free copies of the proxy statement, once
available, as well as other filings made by the Company with the Commission,
through the Web site maintained by the Commission at http://www.sec.gov. Free
copies of the proxy statement, once available, may also be obtained by
shareholders by directing a request to the Company at: Penton Media, Inc., The
Penton Media Building, 1300 East 9th Street, Cleveland, Ohio 44114, Attention:
Corporate Secretary.
Penton Media, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from the Company's
shareholders in favor of the corrective share action and the other proposals to
be brought before the annual meeting on June 12. Information concerning the
Company is set forth in its filings with the Commission and information
regarding the other participants in the solicitation is set forth in the
Company's proxy statement filed by the Company with the Commission on April 30,
2002.
There can be no assurance that Penton will receive the requisite stockholder
approval to implement the above noted corrective share action, that the Company
will be able to implement the action even if approved by stockholders, that the
stock price will exceed $1.00 if the action is implemented and remain over $1.00
for 30 trading days thereafter or that the NYSE won't exercise its authority to
delist the Penton common stock prior to or after the annual meeting.
ABOUT PENTON MEDIA
Penton Media (www.penton.com) is a diversified business-to-business media
company that produces market-focused magazines, trade shows and conferences, and
a broad offering of online media products. Penton's integrated media portfolio
serves the following industries: Internet/broadband; information technology;
electronics; natural products; food/retail; manufacturing; design/engineering;
supply chain; aviation; government/compliance; mechanical systems/construction;
and leisure/hospitality.
###