1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 1-14337
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
------------------------------------------
(Full title of the Plan)
PENTON MEDIA, INC.
------------------
(Name of Issuer of the Securities Held Pursuant to the Plan)
1100 Superior Avenue, Cleveland, Ohio 44114
-------------------------------------------
(Address of Issuer's Principal Executive Office)
2
PENTON MEDIA, INC.
------------------
INDEX TO FORM 11-K
------------------
Page
(a) Financial Statements - financial statements 3-15
required to be filed are listed in the
Index to Financial Statements attached hereto,
which is incorporated herein by reference.
(b) Signatures 16
(c) Exhibit:
Number Description
------ -----------
23 Consent of Independent Accountants 17
2
3
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
3
4
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
----
Report of Independent Accountants 5
Financial Statements:
Statement of Net Assets Available for Plan Benefits, with Fund Information
at December 31, 1999 and 1998 6-7
Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information for the year ended December 31, 1999 and for the four months 8-9
ended December 31,1998
Notes to Financial Statements 10-14
Supplemental Schedule required by ERISA: *
Schedule of Assets Held for Investment Purposes at December 31, 1999 15
* Note: All other schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA (Employee
Retirement Income Security Act of 1974) have been omitted because the conditions
under which they are required are not present.
4
5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Penton Media, Inc. Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits, with fund information and the related statements of changes in net
assets available for plan benefits, with fund information present fairly, in all
material respects, the net assets available for benefits of the Penton Media,
Inc. Retirement Savings Plan (the "Plan") at December 31, 1999 and December 31,
1998, and the changes in net assets available for benefits for the year ended
December 31, 1999 and for the four months ended December 31, 1998 in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
Pricewaterhouse Coopers LLP
Cleveland, Ohio
June 27, 2000
5
6
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1999
Participant Directed
-------------------------------------------------------------------------------------------
Fidelity
Retirement Fidelity
Government Fidelity Growth Fidelity
Money Market Managed & Income Aggressive Fidelity
Portfolio Income Portfolio Portfolio Growth Fund Magellan Fund
----------- ---------------- --------- ----------- -------------
ASSETS
Investments, at fair value $10,948,397 $ 2,672,856 $13,603,078 $ 9,096,105 $21,953,977
Participants' loans - - - - -
----------- ----------- ----------- ----------- -----------
Total Investments 10,948,397 2,672,856 13,603,078 9,096,105 21,953,977
Contributions Receivables:
Employer's Contributions 964 384 1,467 3,318 2,636
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $10,949,361 $ 2,673,240 $13,604,545 $ 9,099,423 $21,956,613
=========== =========== =========== =========== ===========
Participant Directed
-------------------------------------------------------------------------------------------
Fidelity
Diversified Pittway
Spartan 500 International Corporation AptarGroup, Inc. Penton Media
Index Fund Fund Stock Fund Stock Fund Inc. Stock Fund
------------ ------------- ----------- ---------------- ---------------
ASSETS
Investments, at fair value $ 2,472,053 $ 1,959,333 $12,561,840 $ 286,289 $ 6,842,115
Participants' loans - - - - -
----------- ----------- ----------- --------- -----------
Total Investments 2,472,053 1,959,333 12,561,840 286,289 6,842,115
Contributions Receivables:
Employer's Contributions 1,687 731 - - 606
----------- ----------- ----------- --------- -----------
Net assets available for benefits $ 2,473,740 $ 1,960,064 $12,561,840 $ 286,289 $ 6,842,721
=========== =========== =========== ========= ===========
Participant Directed
-----------------------------
Loan Fund Total
--------- -----
ASSETS
Investments, at fair value $ - $82,396,043
Participants' loans 1,464,073 1,464,073
----------- -----------
Total Investments 1,464,073 83,860,116
Contributions Receivables:
Employer's Contributions - 11,793
----------- -----------
Net assets available for benefits $ 1,464,073 $83,871,909
=========== ===========
The accompanying notes to the financial statements are an integral part of this
statement
6
7
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1998
Participant Directed
----------------------------------------------------------------------
Fidelity
Retirement Fidelity
Government Fidelity Growth
Money Market Managed & Income
Portfolio Income Portfolio Portfolio
------------------ ------------------- ------------------
ASSETS
Investments, at fair value $ 9,171,367 $ 1,766,425 $13,833,696
Participants' loans - - -
------------------ ------------------- ------------------
Total investments 9,171,367 1,766,425 13,833,696
Contributions Receivable:
Participants' contributions 12,823 1,207 9,777
Employer's contributions 5,154 477 3,638
------------------ ------------------- ------------------
Total contributions receivables 17,977 1,684 13,415
------------------ ------------------- ------------------
Net assets available for benefits $ 9,189,344 $ 1,768,109 $13,847,111
================== =================== ==================
Participant Directed
----------------------------------------------------------------------
Fidelity
Emerging Fidelity Spartan Market
Growth Fund Magellan Fund Index Fund
------------------- ------------------- ------------------
ASSETS
Investments, at fair value $ 2,419,608 $17,593,988 $ 1,704,552
Participants' loans - - -
------------------- ------------------- ------------------
Total investments 2,419,608 17,593,988 1,704,552
Contributions Receivable:
Participants' contributions 1,080 10,430 980
Employer's contributions 427 3,902 344
------------------- ------------------- ------------------
Total contributions receivables 1,507 14,332 1,324
------------------- ------------------- ------------------
Net assets available for benefits $ 2,421,115 $17,608,320 $ 1,705,876
=================== =================== ==================
Participant Directed
---------------------------------------------------------------------
Fidelity
Diversified Pittway
International Corporation AptarGroup, Inc.
Fund Stock Fund Stock Fund
------------------- ------------------- ------------------
ASSETS
Investments, at fair value $ 1,243,745 $12,913,686 $ 482,471
Participants' loans - - -
------------------- ------------------- ------------------
Total investments 1,243,745 12,913,686 482,471
Contributions Receivable:
Participants' contributions 802 - -
Employer's contributions 247 - -
------------------- ------------------- ------------------
Total contributions receivables 1,049 - -
------------------- ------------------- ------------------
Net assets available for benefits $ 1,244,794 $12,913,686 $ 482,471
=================== =================== ==================
Participant Directed
------------------------------------------------------------------
Penton Media
Inc. Stock Fund Loan Fund Total
------------------- ------------------ -------------------
ASSETS
Investments, at fair value $ 3,971,674 $ - $65,101,212
Participants' loans - 1,402,848 1,402,848
------------------- ------------------ -------------------
Total investments 3,971,674 1,402,848 66,504,060
Contributions Receivable:
Participants' contributions 803 - 37,902
Employer's contributions 327 - 14,516
------------------- ------------------ -------------------
Total contributions receivables 1,130 - 52,418
------------------- ------------------ -------------------
Net assets available for benefits $ 3,972,804 $ 1,402,848 $66,556,478
=================== ================== ===================
The accompanying notes to financial statements are an integral part of this
statement
7
8
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
Participant Directed
-------------------------------------------------------------------
Fidelity
Retirement Fidelity
Government Fidelity Growth
Money Market Managed & Income
Portfolio Income Portfolio Portfolio
------------------ ------------------- ------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ - $ - $ 417,021
Interest and dividends 516,268 114,242 957,582
------------------- ------------------- -------------------
516,268 114,242 1,374,603
Contributions:
Participant contributions 1,192,705 225,282 1,497,568
Employer's contributions 350,170 63,409 400,252
------------------- ------------------- -------------------
1,542,875 288,691 1,897,820
Transfers in (Note 1) - 34,642 224,125
------------------- ------------------- -------------------
Total additions 2,059,143 437,575 3,496,548
Deductions From Net Assets:
Benefit payments to participants (1,243,308) (446,564) (1,312,699)
Net interfund transfers 1,256,864 966,223 (2,105,995)
Administrative fees and misc (3,534) (222) (2,000)
------------------- ------------------- -------------------
Total deductions 10,022 519,437 (3,420,694)
Participant loans (309,148) (51,881) (318,420)
------------------- ------------------- -------------------
Net increase (decrease) 1,760,017 905,131 (242,566)
Net Assets Available For Benefits:
Beginning of year 9,189,344 1,768,109 13,847,111
------------------- ------------------- -------------------
End of year $ 10,949,361 $ 2,673,240 $ 13,604,545
=================== =================== ===================
Participant Directed
-------------------------------------------------------------------
Fidelity
Aggressive Fidelity Spartan 500
Growth Fund Magellan Fund Index Fund
------------------ ------------------- ------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ 3,249,834 $ 2,420,911 $ 352,960
Interest and dividends 479,120 1,830,080 44,605
------------------- ------------------- -------------------
3,728,954 4,250,991 397,565
Contributions:
Participant contributions 838,561 1,961,698 606,464
Employer's contributions 193,241 431,472 132,029
------------------- ------------------- -------------------
1,031,802 2,393,170 738,493
Transfers in (Note 1) 590,972 732,366 -
------------------- ------------------- -------------------
Total additions 5,351,728 7,376,527 1,136,058
Deductions From Net Assets:
Benefit payments to participants (340,684) (2,330,381) (256,576)
Net interfund transfers 1,730,225 (446,502) (84,049)
Administrative fees and misc (665) (4,126) (515)
------------------- ------------------- -------------------
Total deductions 1,388,876 (2,781,009) (341,140)
Participant loans (62,296) (247,225) (27,054)
------------------- ------------------- -------------------
Net increase (decrease) 6,678,308 4,348,293 767,864
Net Assets Available For Benefits:
Beginning of year 2,421,115 17,608,320 1,705,876
------------------- ------------------- -------------------
End of year $ 9,099,423 $ 21,956,613 $ 2,473,740
=================== =================== ===================
Participant Directed
--------------------------------------------------------------------
Fidelity
Diversified Pittway
International Corporation AptarGroup, Inc.
Fund Stock Fund Stock Fund
------------------- ------------------- ------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ 583,091 $ 2,819,129 $ (39,891)
Interest and dividends 70,698 1 -
-------------------- ------------------- -------------------
653,789 2,819,130 (39,891)
Contributions:
Participant contributions 272,032 - -
Employer's contributions 66,448 - -
-------------------- ------------------- -------------------
338,480 - -
Transfers in (Note 1) 51,240 145,782 -
-------------------- ------------------- -------------------
Total additions 1,043,509 2,964,912 (39,891)
Deductions From Net Assets:
Benefit payments to participants (205,922) (922,256) (126,963)
Net interfund transfers (121,000) (2,393,118) (29,251)
Administrative fees and misc (155) (1,384) (77)
-------------------- ------------------- -------------------
Total deductions (327,077) (3,316,758) (156,291)
Participant loans (1,162) - -
-------------------- ------------------- -------------------
Net increase (decrease) 715,270 (351,846) (196,182)
Net Assets Available For Benefits:
Beginning of year 1,244,794 12,913,686 482,471
-------------------- ------------------- -------------------
End of year $ 1,960,064 $ 12,561,840 $ 286,289
==================== =================== ===================
Participant Directed
---------------------------------------------------------------------
Penton Media
Inc. Stock Fund Loan Fund Total
------------------- ------------------ -------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ 1,193,806 $ - $ 10,996,861
Interest and dividends 28,266 - 4,040,862
------------------- ------------------- ----------------------
1,222,072 - 15,037,723
Contributions:
Participant contributions 495,085 (796,260) 6,293,135
Employer's contributions 135,656 - 1,772,677
------------------- ------------------- ----------------------
630,741 (796,260) 8,065,812
Transfers in (Note 1) 48,249 14,258 1,841,634
------------------- ------------------- ----------------------
Total additions 1,901,062 (782,002) 24,945,169
Deductions From Net Assets:
Benefit payments to participants (256,801) (174,518) (7,616,672)
Net interfund transfers 1,226,603 - -
Administrative fees and misc (947) 559 (13,066)
------------------- ------------------- ----------------------
Total deductions 968,855 (173,959) (7,629,738)
Participant loans - 1,017,186 -
------------------- ------------------- ----------------------
Net increase (decrease) 2,869,917 61,225 17,315,431
Net Assets Available For Benefits:
Beginning of year 3,972,804 1,402,848 66,556,478
------------------- ------------------- ----------------------
End of year $ 6,842,721 $ 1,464,073 $ 83,871,909
=================== =================== ======================
The accompanying notes to financial statements are an integral part of this
statement
8
9
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
>
Participant Directed
------------------------------------------------------------------
Fidelity
Retirement Fidelity
Government Fidelity Growth
Money Market Managed & Income
Portfolio Income Portfolio Portfolio
------------------ ------------------- ------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ - $ - $ 2,376,593
Interest and dividends 144,156 29,851 666,850
------------------- ------------------ -------------------
144,156 29,851 3,043,443
Contributions:
Participant contributions 433,414 49,111 409,807
Employer's contibutions 118,954 14,834 105,124
------------------- ------------------ -------------------
552,368 63,945 514,931
Transfer from Pittway Corporation (Note 1) 8,334,282 1,519,257 10,512,975
------------------- ------------------ -------------------
Total additions 9,030,806 1,613,053 14,071,349
Deductions From Net Assets:
Benefit payments to participants (71,468) (51,058) (93,230)
Net interfund transfers 383,654 209,689 (70,572)
------------------- ------------------ -------------------
Total deductions 312,186 158,631 (163,802)
Participant loans (153,648) (3,575) (60,436)
------------------- ------------------ -------------------
Net increase 9,189,344 1,768,109 13,847,111
Net Assets Available For Benefits:
Beginning of period (at September 1, 1998) - - -
------------------- ------------------ -------------------
End of period (at December 31, 1998) $ 9,189,344 $ 1,768,109 $13,847,111
=================== ================== ===================
Participant Directed
--------------------------------------------------------------------
Fidelity
Emerging Fidelity Spartan Market
Growth Fund Magellan Fund Index Fund
------------------- ------------------- ------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ 546,519 $ 4,126,203 $ 350,310
Interest and dividends 142,440 425,283 8,930
------------------- ------------------- -------------------
688,959 4,551,486 359,240
Contributions:
Participant contributions 111,313 423,836 88,633
Employer's contibutions 32,909 113,576 25,084
------------------- ------------------- -------------------
144,222 537,412 113,717
Transfer from Pittway Corporation (Note 1) 1,571,013 12,996,236 1,170,111
------------------- ------------------- -------------------
Total additions 2,404,194 18,085,134 1,643,068
Deductions From Net Assets:
Benefit payments to participants (7,462) (183,658) (2,948)
Net interfund transfers 27,883 (207,600) 72,756
------------------- ------------------- -------------------
Total deductions 20,421 (391,258) 69,808
Participant loans (3,500) (85,556) (7,000)
------------------- ------------------- -------------------
Net increase 2,421,115 17,608,320 1,705,876
Net Assets Available For Benefits:
Beginning of period (at September 1, 1998) - - -
------------------- ------------------- -------------------
End of period (at December 31, 1998) $ 2,421,115 $17,608,320 $ 1,705,876
=================== =================== ===================
Participant Directed
-------------------------------------------------------------------
Fidelity
Diversified Pittway
International Corporation AptarGroup, Inc.
Fund Stock Fund Stock Fund
------------------- ------------------- ------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ 106,082 $ 5,676,198 $ (7,228)
Interest and dividends 47,199 12,174 711
------------------- ------------------- -------------------
153,281 5,688,372 (6,517)
Contributions:
Participant contributions 48,076 - -
Employer's contibutions 14,792 - -
------------------- ------------------- -------------------
62,868 - -
Transfer from Pittway Corporation (Note 1) 1,077,304 7,608,814 512,771
------------------- ------------------- -------------------
Total additions 1,293,453 13,297,186 506,254
Deductions From Net Assets:
Benefit payments to participants (24,387) (79,746) (588)
Net interfund transfers (24,272) (303,754) (23,195)
------------------- ------------------- -------------------
Total deductions (48,659) (383,500) (23,783)
Participant loans - - -
------------------- ------------------- -------------------
Net increase 1,244,794 12,913,686 482,471
Net Assets Available For Benefits:
Beginning of period (at September 1, 1998) - - -
------------------- ------------------- -------------------
End of period (at December 31, 1998) $ 1,244,794 $12,913,686 $ 482,471
=================== =================== ===================
Participant Directed
------------------------------------------------------------------
Penton Media
Inc. Stock Fund Loan Fund Total
------------------- ------------------ -------------------
Additions To Net Assets:
Investment Income:
Net appreciation (depreciation) in fair
value of investments $ 1,374,675 $ - $14,549,352
Interest and dividends 5,765 - 1,483,359
------------------ ------------------- ------------------
1,380,440 - 16,032,711
Contributions:
Participant contributions 140,519 (242,197) 1,462,512
Employer's contibutions 19,120 - 444,393
------------------ ------------------- ------------------
159,639 (242,197) 1,906,905
Transfer from Pittway Corporation (Note 1) 2,522,037 1,335,775 49,160,575
------------------ ------------------- ------------------
Total additions 4,062,116 1,093,578 67,100,191
Deductions From Net Assets:
Benefit payments to participants (24,723) (4,445) (543,713)
Net interfund transfers (64,589) - -
------------------ ------------------- ------------------
Total deductions (89,312) (4,445) (543,713)
Participant loans - 313,715 -
------------------ ------------------- ------------------
Net increase 3,972,804 1,402,848 66,556,478
Net Assets Available For Benefits:
Beginning of period (at September 1, 1998) - - -
------------------ ------------------- ------------------
End of period (at December 31, 1998) $ 3,972,804 $ 1,402,848 $66,556,478
================== =================== ==================
The accompanying notes to financial statements are an integral part of this
statement
9
10
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the Penton Media, Inc. Retirement Savings
Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
-------
Prior to August 7, 1998, Penton Media, Inc. ("Penton" or "Company") was a
wholly owned subsidiary of Pittway Corporation ("Pittway"). Pittway
distributed 100% of Penton's common stock on August 7, 1998, to Pittway's
shareholders in a tax-free spinoff. On September 1, 1998, the Company
adopted the Plan, a 401(k) defined contribution plan. Assets, in the
amount of $49,160,575 and $231,007, and liabilities attributable to Penton
employees in the Pittway Corporation Blue Chip and Profit Sharing Savings
Plan were transferred to the Plan during 1998 and 1999, respectively.
In November 1998, Penton acquired all of the outstanding shares of
Mecklermedia Corporation which was renamed Internet World Media, Inc.
("Internet World Media"). On February 1, 1999 Internet World Media began
participation in the Penton Plan. Effective December 31, 1999, the assets
from the Mecklermedia Corporation 401(k) Plan valued at $1,610,627, were
transferred to Fidelity Investments Institutional Operations Company, Inc.
("Fidelity"), the trustee of the Plan.
In May 1999, Penton acquired substantially all the assets of New Hope
Communications, Inc. ("New Hope"). On July 1, 1999, New Hope began
participation in the Penton Plan. The New Hope employees were given the
option to either remain in the New Hope Communications, Inc. 401(k) Plan
("New Hope Plan") or transfer assets to the Penton Plan. Assets rolled
over from the New Hope Plan are included in participant contributions.
On November 30, 1999, Penton sold its Printing segment. Employees of the
segment were given the option to stay in the Plan, transfer their balances
to an IRA, transfer their balances to a new plan or receive a
distribution.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). All non-union employees of the Company
become eligible to participate in the plan on the first day of the month
that is at least 30 days after the date on which the employee begins
employment with the Company.
Contributions
-------------
Each year, participants may contribute up to 15 percent of pretax annual
compensation, as defined in the Plan. Unless waived, 3% of an eligible
employee's compensation will automatically be deducted and contributed to
the Plan. The matching percentage contributed by the Company is determined
by resolution of the Board of Directors of the Company, at their
discretion. The Company contributes 50% percent of the first 6% percent of
the contribution that the participant contributes to the Plan.
Contributions are subject to certain limitations.
The Plan also permits rollover contributions from other qualified
retirement plans. Rollover contributions are included in participant
contributions and amounted to $1,310,289 in 1999 and $196,922 in 1998.
Participant accounts
--------------------
Fidelity maintains an individual account for each participant. This
account is credited with participant contributions, employer matching
contributions and Plan earnings, as allocated, based upon each
participant's election. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
10
11
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Vesting
-------
Participants are immediately vested in both employee and the employer
contributions, plus actual earnings thereon.
Investment options
------------------
Upon enrollment in the Plan, a participant may direct employee and
matching employer contributions in whole percent increments in any of
eight investment options held by Fidelity. Two of the investment options
are no longer available for investment purposes as noted in the
descriptions which follow. Northern Trust is the trustee for the following
funds: Penton Media, Inc. Stock Fund, Pittway Corporation Stock Fund and
the AptarGroup Inc. Stock Fund. Northern Trust reports all activity of
these funds to Fidelity. Fidelity manages the following remaining funds:
Retirement Government Money Market Portfolio, Managed Income Portfolio,
Growth & Income Portfolio, Aggressive Growth Fund (known as Fidelity
Emerging Growth Fund in 1998), Magellan Fund, Spartan 500 Index Fund
(known as Spartan Market Index Fund in 1998) and the Diversified
International Fund.
Fidelity Retirement Government Money Market Portfolio is a money market
mutual fund that invests in obligations, issued or guaranteed as to
principal and interest by the U.S. Government.
Fidelity Managed Income Portfolio is a stable value fund (common or
collective trust). It invests primarily in high-quality, short and long
term insurance company investment contracts (GICs), bank investment
contracts (BICs), short term money market instruments and "synthetic"
GICs (debt obligations issued by one institution and insured by another
as to the payment of principal at maturity).
Fidelity Growth & Income Portfolio is a growth and income mutual fund,
which seeks long-term capital growth, current income, and growth of
income consistent with reasonable investment risk. It invests primarily
in U.S. and foreign stocks, focusing on those that pay dividends and show
potential earnings growth. It may also invest in bonds.
Fidelity Aggressive Growth Fund (known as Fidelity Emerging Growth Fund
in 1998) is a growth mutual fund and invests primarily in stocks of small
and medium size developing companies that have the potential to grow
rapidly. Such stocks may be subject to abrupt or erratic price changes.
Fidelity Magellan Fund is a growth mutual fund and seeks long-term
capital appreciation by investing in the stocks of both well known and
lesser known companies with potentially above-average growth potential
and a correspondingly higher level of risk. Securities held by the fund
may include both foreign and domestic companies.
Spartan 500 Index Fund (known as Spartan Market Index Fund in 1998) is a
growth mutual fund and invests primarily in the stocks that are included
in the Standard & Poor's Composite Index of 500 stocks and other
securities that are based on the value of the index.
Fidelity Diversified International Fund is a growth mutual fund that
invests primarily in stocks of companies located outside of the U.S. that
are included in the Morgan & Stanley EAFE Index (Europe, Australia, Far
East Index). It seeks stocks of larger companies that are considered
undervalued in their countries.
AptarGroup, Inc. Stock Fund is a fund which, under a former plan,
invested exclusively in shares of AptarGroup, Inc. stock. Any
contributions or investment gains previously invested in the AptarGroup,
Inc. Stock Fund, may, at the present time, remain invested in Aptar
Stock. These contributions or investment gains may be reinvested in
another fund. The AptarGroup, Inc. Stock Fund is no longer available as
an investment option for future contributions.
11
12
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Pittway Corporation Stock Fund is a fund which, under a former plan,
invested exclusively in shares of Pittway Corporation Class A stock. Any
contributions or investment gains previously invested in the Pittway
Corporation Stock Fund may, at the present time, remain invested in
Pittway Stock. These contributions or investment gains may be reinvested
in another fund. The Pittway Corporation Stock Fund is no longer
available as an investment option for future contributions.
Penton Media, Inc. Stock Fund invests exclusively in shares of Penton
Media, Inc. stock. Investment gains may result from both dividends and
increases in the market value of shares. Shares in the Penton Media,
Inc. Stock Fund are acquired on the open market at fair market value on
the date purchased.
Participant loans
-----------------
Participants may borrow from the fund accounts a minimum of $1,000 not to
exceed 50 percent of the vested account balance. Loan repayments are
treated as a transfer to the investment funds from the Loan Fund.
Participant loans are reflected as a transfer from the respective
investment funds to the Loan Fund. Loan terms may not exceed five years.
The loans are secured by the balance in the participant's vested account
and carry an interest rate equal to the prime rate plus one percent on
the date of the loan. Interest rates range from 8.75 percent to 10.50
percent. Principal and interest are paid ratably through payroll
deductions.
Payment of benefits and withdrawals
-----------------------------------
A participant may withdraw the account balance by calling Fidelity
directly.
Hardship withdrawals require documentation of an immediate financial need
and the withdrawal must meet requirements outlined in the plan document.
Upon termination of employment or death, the accumulated benefits will be
paid to the participant based on the payment election. Participants may
elect to receive either a lump sum, a series of installments over a
period of time as determined by the plan document, or a combination of
the two.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
-------------------
The financial statements of the Plan have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles ("GAAP").
The Plan presents in the statement of changes in net assets the net
appreciation or depreciation in the fair value of its investments, which
consists of the realized gains or losses and the unrealized appreciation
or depreciation on those investments.
Use of estimates
----------------
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
Investment Valuation and Income Recognition
-------------------------------------------
Investments in the AptarGroup, Inc. Stock Fund, Pittway Corporation Stock
Fund, and Penton Media, Inc. Stock Fund are valued at quoted market
prices at year end. Investments in the Fidelity Magellan Fund, Fidelity
Growth and Income Portfolio, Spartan 500 Index Fund (known as Spartan
Market Index Fund in 1998), Fidelity Aggressive Growth Fund (known as
Fidelity Emerging Growth Fund in 1998) and Fidelity Diversified
International Fund are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. Investments in
the Fidelity Retirement Government
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Money Market Portfolio and Fidelity Managed Income Portfolio are stated
at fair value as determined by the trustee. Participant loans are valued
at cost which approximates market value.
Purchases and sales of securities, including related gains and losses,
are recorded as of the trade date. Interest income is recorded when
earned. Dividend income is recorded on the ex-dividend date.
Payment of Benefits
-------------------
Benefits are recorded when paid by the Plan.
Trustee Expenses and Administrative Expenses
--------------------------------------------
Trustee expenses and administrative expenses incurred in the
administration of the Plan are paid by the Company.
3. PARTY-IN-INTEREST TRANSACTIONS
Party-in-interest transactions consist of loans made to participants,
investments in the Fidelity Funds and investments in the Penton Media,
Inc. Stock Fund, Pittway Corporation Stock Fund, and AptarGroup, Inc.
Stock Fund.
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
5. INVESTMENTS
The following presents investments that represent 5 percent or more of
the Plan's net assets.
1999 1998
---- ----
Fidelity Retirement Gov't Money Market Portfolio, $ 10,948,397 $ 9,171,367
10,948,397 and 9,171,367 shares, respectively
Fidelity Growth & Income Portfolio $ 13,603,078 $ 13,833,696
288,512 and 301,782 shares, respectively
Fidelity Magellan Fund $ 21,953,977 $ 17,593,988
160,743 and 145,621 shares, respectively
Pittway Corporation Stock Fund $ 12,561,840 $ 12,913,686
280,324 and 390,578 shares, respectively
Penton Media, Inc. Stock Fund $ 6,842,115 $ 3,971,674
285,084 and 196,132 shares, respectively
Fidelity Aggressive Growth Fund (known as Fidelity $ 9,096,105 $ --
Emerging Growth Fund in 1998) 152,485 shares
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PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
The Plan's investments (including gains and losses on investments bought
and sold, as well as held during the year) appreciated in value by
$10,996,861 during 1999 and $14,549,352 during 1998 as follows:
1999 1998
---- ----
Common Stock $ 3,973,044 $ 7,043,645
Mutual Funds 7,023,817 7,505,707
------------- ------------
Total $ 10,996,861 $ 14,549,352
============= ============
6. FEDERAL INCOME TAX STATUS
The Plan has not filed for a favorable determination letter from the
Internal Revenue Service that qualifies it under the appropriate section
of the Internal Revenue Code (IRC). However, Pittway received a favorable
determination letter dated May 22, 1995. Since the Plan was spun-off in
the same form the plan administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC. As such, the Plan financial statements do not
reflect any accruals for federal and state taxes. The Plan is within the
remedial amendment period which extends the filing until December 31,
2001.
7. SUBSEQUENT EVENTS
On March 15, 2000 Penton sold its Direct Mail segment. Participants in
the Plan were given the option to leave the participant balances in the
Plan, transfer the balance to a qualified IRA, transfer the balance to a
new plan or receive a distribution.
In February 2000, Pittway was sold to Honeywell International, Inc.
This transaction has no impact on the Plan financial statements for 1999.
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PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
Security Description Number of Shares Cost Market Value Interest Rate
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity Retirement Government Money Market Portfolio * 10,948,397 $ 10,948,397 $ 10,948,397
Fidelity Managed Income Portfolio * 2,672,856 2,672,856 2,672,856
Fidelity Growth & Income Portfolio * 288,512 11,555,903 13,603,078
Fidelity Aggressive Growth Fund * 152,485 5,616,230 9,096,105
(known as Fidelity Emerging Growth Fund in 1998)
Fidelity Magellan Fund * 160,743 16,557,738 21,953,977
Spartan 500 Index Fund * 24,502 1,930,512 2,472,053
(known as Spartan Market Index Fund in 1998)
Fidelity Diversified International Fund * 76,463 1,356,153 1,959,333
Pittway Corporation Common Stock * 280,324 4,609,407 12,561,840
AptarGroup, Inc. Common Stock * 11,395 87,547 286,289
Penton Media, Inc. Common Stock * 285,084 4,158,378 6,842,115
Participant Loans * - 1,464,073 8.75% - 10.50%
------------ ------------
$ 59,493,121 $ 83,860,116
============ ============
* Party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
BY: /s/ JOSEPH G. NECASTRO
------------------------
Joseph G. NeCastro
Member of Plan Administrative Committee
Date: June 29, 2000
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