EXHIBIT (a)(iv)
EXHIBIT 99.2(B)
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
PRIMEDIA INC.
(FORMERLY KNOWN AS K-III COMMUNICATIONS CORPORATION)
$8.625 SERIES G EXCHANGEABLE PREFERRED STOCK
This form must be used by a holder of the $8.625 Series G Exchangeable
Preferred Stock (the "OLD PREFERRED STOCK") of PRIMEDIA Inc. (formerly known as
K-III Communications Corporation) ("PRIMEDIA") who wishes to tender shares of
Old Preferred Stock to the Exchange Agent pursuant to the guaranteed delivery
procedures described in "The Exchange Offers--Guaranteed Delivery Procedures" of
the Prospectus dated , 1998 (the "PROSPECTUS") and in Instruction 2 to the
Letter of Transmittal. Any holder who wishes to tender shares of Old Preferred
Stock pursuant to such guaranteed delivery procedures must ensure that the
Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Preferred Stock Exchange Offer. Capitalized terms not
defined herein have the meanings ascribed to them in the Prospectus or the
Letter of Transmittal.
To: The Bank of New York, Exchange Agent
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT
Tender & Exchange (For Eligible Institutions COURIER:
Department Only) Tender & Exchange
P.O. Box 11248 (212) 815-6213 Department
Church Street Station CONFIRM FACSIMILE BY 101 Barclay Street
New York, NY 10286-1248 TELEPHONE: Receive and Deliver Window
(For Confirmation Only) New York, NY 10286
(800) 507-9357
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to PRIMEDIA, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the number of shares of
Old Preferred Stock specified below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 2 of the Letter of
Transmittal. The undersigned hereby tenders the shares of Old Preferred Stock
listed below:
CERTIFICATE NUMBER(S) (IF KNOWN) NUMBER OF SHARES NUMBER OF SHARES
OF SHARES OF OLD PREFERRED STOCK REPRESENTED TENDERED
/ / The Depositary Trust Company
(check if Old Preferred Stock will be tendered by book-entry transfer)
Account Number: ________________________________________________________________
SIGN HERE
Name of Holder: ________________________________________________________________
Signature(s): __________________________________________________________________
Name(s) (PLEASE PRINT): ________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
Telephone Number: ______________________________________________________________
Date: __________________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of 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, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the shares of Old Preferred Stock tendered
hereby in proper form for transfer and any other required documents, all by 5:00
p.m., New York City time, on the third business day following the Expiration
Date.
SIGN HERE
Name of firm: __________________
Authorized Signature: __________
Name (PLEASE PRINT): ___________
Address: _______________________
_______________________
_______________________
Telephone Number: ______________
Date: __________________________
DO NOT SEND SHARES WITH THIS FORM. ACTUAL SURRENDER OF SHARES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and risk of the holder, and
the 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. For a description
of the guaranteed delivery procedure, see Instruction 2 of the Letter of
Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old Preferred
Stock referred to herein, the signature must correspond with the name(s) written
on the face of the shares of Old Preferred Stock without alteration,
enlargement, or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any shares of Old Preferred Stock listed, this Notice of
Guaranteed Delivery must be accompanied by appropriate bond powers, signed as
the name of the registered holder(s) appears on the shares of Old Preferred
Stock.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing.
3. 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 Preferred Stock Exchange Offer.