EXHIBIT (a)(ii)
EXHIBIT 99.1(A)
LETTER OF TRANSMITTAL
THE NOTE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 1998 (AS SUCH DATE AND TIME MAY BE EXTENDED
BY THE COMPANY IN ITS SOLE DISCRETION, THE "EXPIRATION DATE").
PRIMEDIA INC.
(FORMERLY KNOWN AS K-III COMMUNICATIONS CORPORATION)
7 5/8% SENIOR NOTES DUE 2008
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
IF YOU DESIRE TO ACCEPT THE PREFERRED STOCK EXCHANGE OFFER, THIS LETTER OF
TRANSMITTAL SHOULD BE COMPLETED, SIGNED, AND SUBMITTED TO THE BANK OF NEW YORK,
EXCHANGE AGENT:
BY MAIL: FACSIMILE TRANSMISSIONS: BY HAND OR OVERNIGHT DELIVERY:
The Bank of New York (Eligible Institutions Only) The Bank of New York
101 Barclay Street, 7E (212) 815-6339 101 Barclay Street
New York, New York 10286 CONFIRM BY TELEPHONE: Corporate Trust Services Window
Attn: Reorganization Section, (212) 815-4146 Ground Level
7E: Vincent Jhingor FOR INFORMATION CALL: New York, New York 10286
(Registered or Certified Mail (212) 815-4146 Attn: Reorganization Section,
Recommended) 7E: Vincent Jhingor
Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission of instructions via a facsimile number other than that set
forth above will not constitute a valid delivery.
The undersigned hereby acknowledges receipt of the Prospectus dated
(the "PROSPECTUS") of PRIMEDIA Inc. (formerly known as K-III
Communications Corporation), a Delaware corporation ("PRIMEDIA " or the
"COMPANY"), and this Letter of Transmittal (the "LETTER OF TRANSMITTAL "), that
together constitute the Company's offer (the "NOTE EXCHANGE OFFER ") to exchange
$1,000 in principal amount of a new series of its 7 5/8% Senior Notes due 2008
(the "NEW NOTES") for each $1,000 in principal amount of its outstanding 7 5/8%
Senior Notes due 2008 (the "OLD NOTES"). The New Notes and the Old Notes are
collectively referred to as the "NOTES". Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
THE REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333- ) OF WHICH THE
PROSPECTUS IS A PART WAS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE
COMMISSION ON , 1998.
The undersigned hereby tenders the principal amount of Old Notes described
in Box 1 below (the "TENDERED NOTES") pursuant to the terms and conditions
described in the Prospectus and this Letter of Transmittal. The undersigned is
the registered owner of all the Tendered Notes and the undersigned represents
that it has received from each beneficial owner of Tendered Notes ("BENEFICIAL
OWNERS") a duly completed and executed form of "Instruction to Registered Holder
from Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Tendered
Notes, the undersigned hereby exchanges, assigns, and transfers to, or upon the
order of, the Company, all right, title, and interest in, to, and under the
Tendered Notes.
Please issue the New Notes exchanged for Tendered Notes in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "SPECIAL DELIVERY
INSTRUCTIONS" below (Box 3), please send or cause to be sent the certificate(s)
for New Notes (and accompanying documents, as appropriate) to the undersigned at
the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Notes, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver the Tendered Notes to the Company or cause ownership of the Tendered
Notes to be transferred to, or upon the order of, the Company, on the books of
the registrar for the Old Notes or on the account books maintained by a
book-entry transfer facility and deliver all accompanying evidences of transfer
and authenticity to, or upon the order of, the Company upon receipt by the
Exchange Agent, as the undersigned's agent, of the New Notes to which the
undersigned is entitled upon the acceptance by the Company of the Tendered Notes
pursuant to the Note Exchange Offer, and (ii) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Tendered Notes, all in
accordance with the terms of the Note Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offers--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Note Exchange Offer, subject only to withdrawal
of such tenders on the terms set forth in the Prospectus under the caption "The
Exchange Offers--Withdrawal of Tenders." All authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned
and any Beneficial Owner(s), and every obligation of the undersigned or any
Beneficial Owners hereunder shall be binding upon the heirs, representatives,
successors, and assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign, and transfer the Tendered Notes
and that the Company will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, and adverse claims when
the Tendered Notes are acquired by the Company as contemplated herein. The
undersigned and each Beneficial Owner will, upon request, execute and deliver
any additional documents reasonably requested by the Company as necessary or
desirable to complete and give effect to the transactions contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
By accepting the Note Exchange Offer, the undersigned hereby represents and
warrants that (i) the New Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Note Exchange Offer are being
acquired by the undersigned and any Beneficial Owner(s) in the ordinary course
of business of the undersigned and any Beneficial Owner(s), (ii) the undersigned
and each Beneficial Owner are not participating, do not intend to participate,
and have no arrangement or understanding with any person to participate, in the
distribution of the New Notes, (iii) the undersigned and each Beneficial Owner
acknowledge and agree that any person participating in the Note Exchange Offer
for the purpose of distributing the New Notes must comply with the registration
and prospectus delivery requirements of the Securities Act of 1933, as amended
(together with the rules and regulations promulgated thereunder, the "SECURITIES
ACT"), in connection with a secondary resale transaction of the New Notes
acquired by such person and cannot rely on the position of the Staff of the
Securities and Exchange Commission (the "COMMISSION") set forth in the no-action
letters that are discussed in the section of the Prospectus entitled "The
Exchange Offers-- Resales of the New Notes and the New Preferred Stock."
The undersigned and each Beneficial Owner understands that any secondary
resale transaction described in clause (iii) above should be covered by an
effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K of the Commission. Except as
otherwise disclosed to the Company in writing, the undersigned hereby represents
and warrants that neither it nor any Beneficial Owner(s) is an "affiliate," as
defined under Rule 405 of the Securities Act, of the Company except as otherwise
disclosed to the Company in writing.
If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
BOX 1
DESCRIPTION OF OLD NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
NAME(S) AND ADDRESS(ES) OF
REGISTERED OLD NOTES
HOLDERS(S), CERTIFICATE AGGREGATE AGGREGATE
EXACTLY AS NAME(S) APPEAR(S) NUMBER(S) PRINCIPAL PRINCIPAL
ON OLD NOTES CERTIFICATE(S) OF AMOUNT OF NOTES AMOUNT OF NOTES
(PLEASE FILL IN, IF BLANK) OLD NOTES* BY CERTIFICATE(S) TENDERED**
TOTAL
* Need not be completed by book-entry holders.
** Unless otherwise indicated in this column, the number of shares
represented by all Old Notes Certificates identified in this Box 1 or
delivered to the Exchange Agent herewith shall be deemed tendered. See
Instruction 4.
BOX 2
BENEFICIAL OWNER(S)
STATE OF PRINCIPAL RESIDENCE OF
EACH BENEFICIAL OWNER OF
AGGREGATE PRINCIPAL AMOUNT OF
TENDERED NOTES
TENDERED NOTES
HELD FOR ACCOUNT OF BENEFICIAL
OWNER
This Letter of Transmittal is to be used either if Old Notes are to be
forwarded herewith or if delivery of Old Notes is to be made by book-entry
transfer to an account maintained by the Exchange Agent at The Depository Trust
Company, pursuant to the procedures set forth in "The Exchange
Offers--Procedures for Tendering" in the Prospectus. Delivery of documents to
the book-entry transfer facility does not constitute delivery to the Exchange
Agent.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date must tender their Old Notes according to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offers-- Guaranteed Delivery Procedures."
/ /CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
/ / The Depository Trust Company
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if the New Notes exchanged for Old Notes and untendered
Old Notes are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Mail New Notes and any untendered Old Notes to:
Name(s):
______________________________________________________________________________
(please print)
Address:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(include Zip Code)
Tax Identification or Social Security No.:
BOX 4
USE OF GUARANTEED DELIVERY
/ / CHECK HERE ONLY IF OLD NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF
GUARANTEED DELIVERY.
See Instruction 2. If this box is checked, please provide the following
information:
Name(s) of Registered Holder(s): _____________________________________________
______________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
Name of Institution which Guaranteed Delivery: _______________________________
If Delivered by Book-Entry Transfer:
Account Number: ______________________________________________________________
BOX 5
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
X _______________________________________________________________________
Signature Guarantee
(If required by
Instruction 5)
X _______________________________________________________________________
(Signature of Registered
Holder(s)
Authorized Signature
or Authorized Signatory)
X ____________________
Note: The above lines must be signed by the registered
Name: ________________
holder(s) of Old Notes as their name(s) appear(s) on
(please print)
the Old Notes or by person(s) authorized to become
Title: _______________
registered holder(s) (which must be transmitted with this Letter of
Transmittal). If signature is by a trustee,
Name of Firm: _________
executor, administrator, guardian, attorney-in-fact,
(Must
be an
Eligible
Institution
officer, or other person acting in a fiduciary or as defined in
Instruction
2)
representative capacity, such person must set forth his
Address: _____________
or her full title below.
See Instruction 5.
_____________
Name(s): ______________________________________________________________
_______________________________________________________________
______________________________________________________________
(incude Zip
Code)
Capacity: _____________________________________________________________
Area Code and Telephone
Number:
_____________________________________________________________
___________
Street Address: _______________________________________________________
Dated: _______________
________________________________________________________________
________________________________________________________________
(include Zip Code)
Area Code and Telephone Number:
___________________________________
Tax Identification or Social Security Number:
____________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, and has no arrangement
or understanding with any person to engage in, a distribution of New Notes. If
the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE NOTE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The Tendered
Notes or confirmation of any book-entry transfer, as well as a properly
completed and duly executed copy of this Letter of Transmittal, a Substitute
Form W-9 (or facsimile thereof) and any other documents required by this Letter
of Transmittal must be received by the Exchange Agent at its address set forth
herein prior to the Expiration Date. The method of delivery of certificates for
Old Notes and all other required documents is at the election and risk of the
tendering holder and delivery will be deemed made only when actually received by
the Exchange Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. Instead of delivery by mail, it is
recommended that the holder use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. Neither
PRIMEDIA nor the registrar is under any obligation to notify any tendering
holder of the Company's acceptance of Tendered Notes prior to the Expiration
Date.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old
Notes but whose Old Notes are not immediately available and who cannot deliver
Old Notes, Letter of Transmittal and any other documents required by the Letter
of Transmittal to the Exchange Agent prior to the Expiration Date or comply with
book-entry transfer procedures on a timely basis must tender their Old Notes
according to the guaranteed delivery procedures set forth below, including
completion of Box 4. Pursuant to such procedures: (i) such tender must be made
by or through a firm which is a member of a registered national securities
exchange or if the National Association of Securities Dealers, Inc., or is a
commercial bank or trust company having an office or correspondent in the United
States, or is otherwise an "eligible guarantor institution" within the meaning
of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an
"ELIGIBLE INSTITUTION") and the Notice of Guaranteed Delivery must be signed by
the holder; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the holder and the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail, or
hand delivery setting forth the name and address of the holder, the certificate
number or numbers of the Tendered Notes, and the principal amount of Tendered
Notes, stating that the tender is being made thereby and guaranteeing that,
within three business days after the Expiration Date, the Letter of Transmittal
(or facsimile thereof), together with the Tendered Notes (or a confirmation of
any book-entry transfer of the Old Notes into the Exchange Agent's account at a
book-entry transfer facility) and any other required documents will be deposited
by the Eligible Institution with the Exchange Agent; and (iii) such properly
completed and executed documents required by this Letter of Transmittal and the
Tendered Shares (or a confirmation of any book-entry transfer of the Old Notes
into the Exchange Agent's account at a book-entry transfer facility) in proper
form for transfer must be received by the Exchange Agent within three business
days after the Expiration Date. Any holder who wishes to tender Old Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery relating to such
Old Notes prior to the Expiration Date. Failure to complete the guaranteed
delivery procedures outlined above will not, of itself, affect the validity or
effect a revocation of any Letter of Transmittal form properly completed and
executed by an Eligible Holder who attempted to use the guaranteed delivery
process.
3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder in
whose name the Old Notes are registered on the books of the registrar (or the
legal representative or attorney-in-fact of such registered holder) may execute
and deliver this Letter of Transmittal. Any Beneficial Owner of Old Notes who is
not the registered holder must arrange promptly with the registered holder to
execute and deliver this Letter of Transmittal on his or her behalf through the
execution and delivery to the registered holder of the Instructions to
Registered Holder from Beneficial Owner form accompanying this Letter of
Transmittal.
4. PARTIAL TENDERS. If less than the entire number of Old Notes is
tendered, the tendering holder should fill in the aggregate principal amount of
Notes tendered in the column labeled "Aggregate Principal Amount of Notes
Tendered" of the box entitled "Description of Old Notes Tendered" (Box 1) above.
The entire aggregate principal amount of Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If the
entire aggregate principal amount of all Old Notes is not tendered, Old Notes
for the aggregate principal amount of Old Notes not tendered and New Notes
exchanged for Old Notes tendered will be sent to the holder at his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, as soon as practicable following the
Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Notes, the signature must correspond with
the name(s) as written on the face of the Tendered Notes without alteration,
enlargement, or any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes are held in different names on several Old Notes, it will be necessary to
complete, sign, and submit as many separate copies of the Letter of Transmittal
documents as there are names in which Tendered Notes are held.
If this Letter of Transmittal is signed by the registered holder(s) (which
term, for the purposes described herein, shall include the book-entry transfer
facility whose name appears on a security listing as the owner of the Old Notes)
of Tendered Notes tendered and New Notes are to be issued (or any untendered Old
Notes are to be reissued) to the registered holder(s), the registered holder(s)
need not and should not endorse any Tendered Notes nor provide a separate bond
power. In any other case, such registered holder(s) must either properly endorse
the Old Notes tendered or transmit a properly completed separate bond power with
this Letter of Transmittal, with the signature(s) on the endorsement or bond
power guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
Registered Holder(s) of any Old Notes, the Tendered Notes must be endorsed or
accompanied by appropriate bond powers, in each case, signed as the name of the
registered holder(s) appears on the Old Notes, with the signature on the
endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 5 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Notes are tendered (i) by a Registered Holder
who has not completed the box set forth herein entitled "Special Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.
6. SPECIAL DELIVERY INSTRUCTIONS. Tendering Eligible Holders should
indicate, in the applicable box (Box 3), the name and address to which the New
Notes and/or substitute Old Notes for Old Notes not tendered or not accepted for
exchange are to be sent, if different from the name and address of the person
signing this Letter of Transmittal.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the sale and transfer of Old Notes to it or its order pursuant to
the Note Exchange Offer. If, however, a transfer tax is imposed for any reason
other than the transfer and sale of Old Notes to the Company or its order
pursuant to the Note Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or on any other person) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption from taxes therefrom is not submitted with this Letter of
Transmittal, the amount of transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
8. SUBSTITUTE FORM W-9. Federal income tax law requires that a holder of
any Old Notes which are accepted for exchange must provide the Company (as
payor) with its correct taxpayer identification number ("TIN"), which, in the
case of a holder who is an individual, is his or her social security number, and
with certain other information, on Substitute Form W-9 (which is provided
herein), and to certify that the holder (or other payee) is not subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the holder to a $50 penalty imposed by the Internal Revenue
Service (the "IRS") and 31% federal income tax backup withholding on payments
made in connection with the Note Exchange Offer. (If withholding results in an
over-payment of taxes, a refund may be obtained from the IRS.) Certain holders
(including, among others, all corporations and certain foreign individuals) are
not subject to these backup withholding and reporting requirements. Exempt
holders should indicate their exempt status on Substitute Form W-9. In order for
a foreign individual to qualify as an exempt recipient, the holder must submit a
Form W-8, signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8 can be obtained from the Company. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Old Notes are registered in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for information on which TIN to
report.
PRIMEDIA reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Company's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of Tendered Notes will
be determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the right to reject any and all Old
Notes not validly tendered or any Old Notes the Company's acceptance of which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any conditions of the Note Exchange Offer or
defects, irregularities or conditions of tender as to particular Old Notes. The
interpretation of the terms and conditions of the Note Exchange Offer (including
this Letter of Transmittal and the instructions hereto) by the Company shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Old Notes must be cured within such time as the
Company shall determine. The Company will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Old Notes,
but shall not incur any liability for failure to give such notification.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive, or modify specified conditions in the Note Exchange Offer in the
case of any Tendered Notes.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Old Notes or transmittal of this Letter of Transmittal will
be accepted.
12. MUTILATED, LOST, STOLEN, OR DESTROYED OLD NOTES. Any tendering holder
whose Old Notes have been mutilated, lost, stolen, or destroyed should contact
the Exchange Agent at the address indicated above for further instruction.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Note Exchange Offer.
14. ACCEPTANCE OF TENDERED NOTES AND ISSUANCE OF NEW NOTES; RETURN OF OLD
NOTES. Subject to the terms and conditions of the Note Exchange Offer, the
Company will accept for exchange all validly tendered Old Notes as soon as
practicable after the Expiration Date and will issue New Notes therefor as soon
as practicable thereafter. For purposes of the Note Exchange Offer, the Company
shall be deemed to have accepted tendered Old Notes when, as and if the Company
has given written or oral notice thereof to the Exchange Agent. If any Tendered
Notes are not exchanged pursuant to the Note Exchange Offer for any reason, such
unexchanged Old Notes will be returned, without expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Delivery Instructions."
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offers--Withdrawal of Tenders."
PAYOR'S NAME: PRIMEDIA
SUBSTITUTE Name (if joint names, list first and circle the name of the person
or entity whose number you enter in Part I below. See instructions
if your name has changed.)
Address
FORM W-9
City, state and ZIP Code
Department of the Treasury
List account number(s) here (optional)
Internal Revenue Service Part 1 - PLEASE PROVIDE YOUR TAXPAYER Social Security
IDENTIFICATON NUMBER ("TIN") IN THE BOX AT number or TIN
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
Part 2 - Check the box if you are NOT subject to backup withholding
under the provisions of section 3408(a)(1)(C) of the Internal
Revenue Code
because (1) you have not been notified that you are subject to
backup
withholding as a result of failure to report all interest or
dividends or
(2) the Internal Revenue Service has notified you that you are no
longer
subject to backup withholding. / /
Payor's Request for TIN CERTIFICATION - UNDER THE PENALTIES OF PERJURY, Part 3 -
I CERTIFY THAT THE INFORMATION PROVIDED ON THIS
FORM IS TRUE, CORRECT AND COMPLETE AWAITING TIN
Signature Date / /
Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE NOTE EXCHANGE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
EXHIBIT (a)(iii)
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
PRIMEDIA INC.
(FORMERLY KNOWN AS K-III COMMUNICATIONS CORPORATION)
7 5/8% SENIOR NOTES INC. 2008
The undersigned hereby acknowledges receipt of the Prospectus
dated , 1998 (the "PROSPECTUS") of PRIMEDIA Inc. (formerly known
as K-III Communications Corporation), a Delaware corporation (THE "COMPANY"),
and the accompanying Letter of Transmittal (the "LETTER OF TRANSMITTAL"), that
together constitute the Company's offer (the "NOTE EXCHANGE OFFER"). Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Note Exchange Offer with respect to the 7 5/8% Senior
Notes due 2008 (the "OLD NOTES") held by you for the account of the undersigned.
The principal amount of Old Notes held by you for the account of the
undersigned is (FILL IN PRINCIPAL AMOUNT OF NOTES):
$_________ principal amount of Old Notes.
With respect to the Note Exchange Offer, the undersigned hereby instructs
you (CHECK APPROPRIATE BOX):
/ / To TENDER the following Old Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF OLD NOTES TO BE TENDERED, IF
ANY):
_________ Old Notes.
/ / NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representation and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
Beneficial Owner (as defined in the Letter of Transmittal), including but not
limited to the representations that (i) the undersigned's principal residence is
in the state of (FILL IN STATE) _____________________ , (ii) the undersigned is
acquiring the New Notes in the ordinary course of business of the undersigned,
(iii) the undersigned is not participating, does not intend to participate, and
has no arrangement or understanding with any person to participate, in the
distribution of the New Notes, (iv) the undersigned acknowledges that any person
participating in the Note Exchange Offer for the purpose of distributing the New
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act of 1933, as amended (the "SECURITIES ACT"), in connection
with a secondary resale transaction of the New Notes acquired by such person and
cannot rely on the position of the Staff of the Securities and Exchange
Commission set forth in the no-action letters that are discussed in the section
of the Prospectus entitled "The Exchange Offers--Resales of the New Notes and
the New Preferred Stock", (v) the undersigned understands that a secondary
resale transaction described in (iv) above should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 of Regulation S-K of the Commission and (vi) the
undersigned is not an "affiliate," as defined under Rule 405 of the Securities
Act, of the Company except as otherwise disclosed to the Company in writing; (b)
to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and (c) to take such other action as necessary under the Prospectus
or the Letter of Transmittal to effect the valid tender of such Old Notes.
SIGN HERE
Name of Beneficial Owner(s): ___________________________________________________
Signature(s): __________________________________________________________________
Name(s) (PLEASE PRINT): ________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
Telephone Number: ______________________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
Date: __________________________________________________________________________