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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
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| Date of report (Date of earliest event reported) | May 16, 2011 |
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| PRIMEDIA Inc. |
| (Exact Name of Registrant as Specified in Charter) |
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| 3585 Engineering Drive, Norcross, Georgia 30092 |
| (Address of Principal Executive Offices) |
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| Delaware | 1-11106 | 13-3647573 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| Registrant’s telephone number, including area code | 678-421-3000 |
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| (Former Name or Former Address, if Changed Since Last Report) |
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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): |
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| □ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| □ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| □ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| □ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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On May 16, 2011, PRIMEDIA Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by this reference, announcing that the Company has entered into a definitive agreement (the “Agreement”) pursuant to which affiliates of TPG Capital will acquire the Company. Under the terms of the Agreement, holders of the outstanding common shares of the Company will receive $7.10 per share in cash, representing a transaction enterprise value of approximately $525 million. The agreement was unanimously approved by the Board of Directors of the Company and the independent directors of the Board.
The information required by Item 1.01, including a copy of the Agreement, will be filed in a separate Current Report on Form 8-K.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will prepare an information statement to be filed with the SEC. When completed, a definitive information statement will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT REGARDING THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the information statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the information statement and other relevant documents (when available) by directing a request by mail or telephone to PRIMEDIA Inc., Attn: Corporate Secretary, 3585 Engineering Drive, Norcross, Georgia 30092, telephone: (678) 421-3000, or from the company’s website, http://www.primedia.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the information statement.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits. | |
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| Exhibit Number | | Description of Exhibit |
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| | Press release issued by PRIMEDIA Inc. on May 16, 2011. |
SIGNATURE
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 hereunto duly authorized.
| | PRIMEDIA INC. |
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| Dated: May 16, 2011 | |
| | By: | /s/ KEITH L. BELKNAP |
| | Name: | Keith L. Belknap |
| | Title: | Senior Vice President, General Counsel and Secretary |
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| EXHIBIT INDEX |
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| Exhibit No. | | Description |
| | Press release issued by PRIMEDIA Inc. on May 16, 2011. |
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