ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
2.1 Agreement and Plan of Merger, dated as of October 29, 2000,
by and among PRIMEDIA Inc., Abracadabra Acquisition
Corporation and About.com, Inc. (attached as Annex D to the
joint proxy statement-consent solicitation-prospectus in
this registration statement).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated
as of January 2, 2001, by and among PRIMEDIA Inc.,
Abracadabra Acquisition Corporation and About.com, Inc.
(attached as Annex D to the joint proxy statement--consent
solicitation--prospectus in this registration statement).
4.1 Certificate of Designations of the Series D Preferred Stock
(Incorporated by reference to K-III Communications
Corporation's Registration Statement on Form S-4, File
No. 333-03691).
II-1
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
4.2 Certificate of Designations of the Series F Preferred Stock
(Incorporated by reference to K-III Communications
Corporation's Registration Statement on Form S-4, File
No. 333-38451).
4.3 Certificate of Designations of the Series H Preferred Stock
(Incorporated by reference to PRIMEDIA Inc.'s Registration
Statement on Form S-4, File No. 333-51891).
4.4 10 1/4% Senior Note Indenture (including form of note and
form of guarantee) (Incorporated by reference to K-III
Communications Corporation's Annual Report filed on Form
10-K for the year ended December 31, 1994, File
No. 1-11106).
4.5 8 1/2% Senior Note Indenture (including form of note and
form of guarantee) (Incorporated by reference to K-III
Communications Corporation's Annual Report filed on Form
10-K for the year ended December 31, 1995, File No.
1-11106).
4.6 7 5/6% Senior Note Indenture (including form of note and
form of guarantee) (Incorporated by reference to PRIMEDIA
Inc.'s Registration Statement on Form S-4, File No.
333-51891).
4.7 Form of Class D Subordinated Debenture (including form of
debenture) (Incorporated by reference to K-III
Communications Corporation's Registration Statement on Form
S-4, File No. 333-03691).
4.8 Form of Class F Subordinated Debenture (including form of
debenture) (Incorporated by reference to K-III
Communications Corporation's Registration Statement on Form
S-4, File No. 333-38451).
4.9 Form of Class H Subordinated Debenture (including form of
debenture) (Incorporated by reference to PRIMEDIA Inc.'s
Registration Statement on Form S-4, File No. 333-51891).
5.1 Opinion of Simpson Thacher & Bartlett.
8.1 Opinion of Simpson Thacher & Bartlett, as to certain federal
income tax consequences of the merger.
8.2 Opinion of Brobeck, Phleger & Harrison LLP, as to certain
federal income tax consequences of the merger.
10.1 Agreement, dated as of October 29, 2000, by and between
PRIMEDIA Inc. and About.com, Inc.*
10.2 Agreement, dated as of October 29, 2000, by and between
PRIMEDIA Inc. and About.com, Inc.*
10.3 Sales Representation Agreement, dated as of October 29,
2000, by and between PRIMEDIA Inc. and About.com, Inc.*
10.4 Right of First Offer Agreement, dated as of October 29,
2000, by and between PRIMEDIA Inc. and About.com, Inc.*
10.5 Amendment, dated as of December 6, 2000, by and between
PRIMEDIA Inc. and About.com, Inc.
10.6 Amendment, dated as of December 6, 2000, by and between
PRIMEDIA Inc. and About.com, Inc.
10.7 Agreement dated as of December 6, 2000, by and between
PRIMEDIA Inc. and About.com, Inc.
10.8 List Rental Agreement, dated as of December 6, 2000, by and
between PRIMEDIA Magazines Inc. and About.com, Inc.
10.9 PRIMEDIA Inc. 2001 Stock Purchase and Option Plan.
10.10 Form of Non-qualified Stock Option Agreement.
10.11 Form of Restricted Stock Award Agreement.
16.1 Letter from KPMG LLP (Incorporated by reference to
About.com, Inc.'s Current Report on Form 8-K filed on
June 21, 2000).
21 List of Subsidiaries of PRIMEDIA.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Simpson Thacher & Bartlett (included as part of
its opinion filed as Exhibit 5.1).
23.4 Consent of Simpson Thatcher & Barlett (included as part of
its opinion filed as Exhibit 8.1).
II-2
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
23.5 Consent of Brobeck, Phleger & Harrison LLP (included as part
of its opinion filed as
Exhibit 8.2).
24.1 Power of Attorney of certain officers and directors of
PRIMEDIA.*
99.1 Consent of Wit SoundView Corporation.*
99.2 Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated.*
99.3 Consent of Donaldson, Lufkin & Jenrette Securities
Corporation.
99.4 Employment Agreement dated as of October 29, 2000, by and
between PRIMEDIA Inc., About.com, Inc. and Scott Kurnit*.
99.5 Employment Agreement as of October 29, 2000, by and between
PRIMEDIA Inc., About.com, Inc. and William Day.*
99.6 Lock-Up Agreement, dated as of October 29, 2000, between
Scott Kurnit and PRIMEDIA Inc.*
99.7 Lock-Up Agreement, dated as of October 29, 2000, between
William Day and PRIMEDIA Inc.*
99.8 Amendment to Employment Agreement, dated as of January 16,
2001, by and among PRIMEDIA Inc., About.com, Inc. and Scott
Kurnit.
99.9 Amendment to Employment Agreement, dated as of January 16,
2001, by and among PRIMEDIA Inc., About.com, Inc. and
William Day.
99.10 Form of About Proxy Card.
99.11 Form of PRIMEDIA Consent.
99.12 Amendment No. 1 to Lock-Up Agreement, dated as of
January 16, 2001, between Scott Kurnit and PRIMEDIA Inc.
99.13 Amendment No. 1 to Lock-Up Agreement, dated as of
January 16, 2001, between William Day and PRIMEDIA Inc.
* Previously filed.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment or prospectus supplement to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
II-3
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act that are incorporated by reference
in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) that, for purposes of determining any liability under the Securities
Act, each filing of Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof;
(5) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request;
(6) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective;
(7) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form; and
(8) that every prospectus (i) that is filed pursuant to paragraph (7)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 17th of January, 2001.
PRIMEDIA INC.
By: /s/ BEVERLY C. CHELL
-----------------------------------------
Beverly C. Chell
Vice Chairman and Secretary
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
2.1 Agreement and Plan of Merger, dated as of October 29, 2000,
by and among PRIMEDIA Inc., Abracadabra Acquisition
Corporation and About.com, Inc., (attached as Annex D to the
joint proxy statement-consent solicitation-prospectus in
this registration statement).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
January 2, 2001, by and among PRIMEDIA, Inc., Abracadabra
Acquisition Corporation and About.com, Inc. (attached as
Annex D to the joint proxy statement-consent
solicitation-prospectus in this registration statement).
4.1 Certificate of Designations of the Series D Preferred Stock
(Incorporated by reference to K-III Communications
Corporation's Registration Statement on Form S-4, File
No. 333-03691).
4.2 Certificate of Designations of the Series F Preferred Stock
(Incorporated by reference to K-III Communications
Corporation's Registration Statement on Form S-4, File
No. 333-38451).
4.3 Certificate of Designations of the Series H Preferred Stock
(Incorporated by reference to PRIMEDIA Inc.'s Registration
Statement on Form S-4, File No. 333-51891).
4.4 10 1/4% Senior Note Indenture (including form of note and
form of guarantee) (Incorporated by reference to K-III
Communications Corporation's Annual Report filed on
Form 10-K for the year ended December 31, 1994, File
No. 1-11106).
4.5 8 1/2% Senior Note Indenture (including form of note and
form of guarantee) (Incorporated by reference to K-III
Communications Corporation's Annual Report filed on
Form 10-K for the year ended December 31, 1995, File
No. 1-11106).
4.6 7 5/6% Senior Note Indenture (including form of note and
form of guarantee) (Incorporated by reference to PRIMEDIA
Inc.'s Registration Statement on Form S-4, File
No. 333-51891).
4.7 Form of Class D Subordinated Debenture (including form of
debenture) (Incorporated by reference to K-III
Communications Corporation's Registration Statement on
Form S-4, File No. 333-03691).
4.8 Form of Class F Subordinated Debenture (including form of
debenture) (Incorporated by reference to K-III
Communications Corporation's Registration Statement on
Form S-4, File No. 333-38451).
4.9 Form of Class H Subordinated Debenture (including form of
debenture) (Incorporated by reference to PRIMEDIA Inc.'s
Registration Statement on Form S-4, File No. 333-51891).
5.1 Opinion of Simpson Thacher & Bartlett.
8.1 Opinion of Simpson Thacher & Bartlett, as to certain federal
income tax consequences of the merger.
8.2 Opinion of Brobeck, Phleger & Harrison LLP, as to certain
federal income tax consequences of the merger.
10.1 Agreement, dated as of October 29, 2000, by and between
PRIMEDIA Inc. and About.com, Inc.*
10.2 Agreement, dated as of October 29, 2000, by and between
PRIMEDIA Inc. and About.com, Inc.*
10.3 Sales Representation Agreement, dated as of October 29,
2000, by and between PRIMEDIA Inc. and About.com, Inc.*
10.4 Right of First Offer Agreement, dated as of October 29,
2000, by and between PRIMEDIA Inc. and About.com, Inc.*
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
10.5 Amendment, dated as of December 6, 2000, by and between
PRIMEDIA Inc. and
About.com, Inc.
10.6 Amendment, dated as of December 6, 2000, by and between
PRIMEDIA Inc. and
About.com, Inc.
10.7 Agreement, dated as of December 6, 2000, by and between
PRIMEDIA Inc. and
About.com, Inc.
10.8 List Rental Agreement, dated as of December 6, 2000, by and
between PRIMEDIA Magazines Inc. and About.com, Inc.
10.9 PRIMEDIA Inc. 2001 Stock Purchase and Option Plan.
10.10 Form of Non-qualified Stock Option Agreement.
10.11 Form of Restricted Stock Award Agreement.
16.1 Letter from KPMG LLP (Incorporated by reference to
About.com, Inc.'s Current Report on Form 8-K filed on
June 21, 2000).
21 List of Subsidiaries of PRIMEDIA.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Simpson Thacher & Bartlett (included as part of
its opinion filed as Exhibit 5.1).
23.4 Consent of Simpson Thacher & Bartlett (included as part of
its opinion filed as Exhibit 8.1).
23.5 Consent of Brobeck, Phleger & Harrison LLP (included as part
of its opinion filed as Exhibit 8.2).
24.1 Power of Attorney of certain officers and directors of
PRIMEDIA.*
99.1 Consent of Wit SoundView Corporation.*
99.2 Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated.*
99.3 Consent of Donaldson, Lufkin & Jenrette Securities
Corporation.
99.4 Employment Agreement dated as of October 29, 2000, by and
between PRIMEDIA Inc., About.com, Inc. and Scott Kurnit.*
99.5 Employment Agreement as of October 29, 2000, by and between
PRIMEDIA Inc., About.com, Inc. and William Day.*
99.6 Lock-Up Agreement, dated as of October 29, 2000, between
Scott Kurnit and PRIMEDIA Inc.*
99.7 Lock-Up Agreement, dated as of October 29, 2000, between
William Day and PRIMEDIA Inc.*
99.8 Amendment to Employment Agreement, dated as of January 16,
2001, by and among PRIMEDIA Inc., About.com, Inc. and Scott
Kurnit.
99.9 Amendment to Employment Agreement, dated as of January 16,
2001, by and among PRIMEDIA Inc., About.com, Inc. and
William Day.
99.10 Form of About Proxy Card.
99.11 Form of PRIMEDIA Consent.
99.12 Amendment No. 1 to Lock-Up Agreement, dated as of
January 16, 2001, between Scott Kurnit and PRIMEDIA Inc.
99.13 Amendment No. 1 to Lock-Up Agreement, dated as of
January 16, 2001, between William Day and PRIMEDIA Inc.
* Previously filed.
EXHIBIT 5.1
January 17, 2001
PRIMEDIA Inc.
745 Fifth Avenue
New York, NY 10151
Ladies and Gentlemen:
We have acted as counsel to PRIMEDIA Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-4 of the
Company (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
proposed issuance by the Company of up to 52,600,000 shares of Common Stock, par
value $.01 per share ("Common Stock"). Pursuant to the Agreement and Plan of
Merger dated as of October 29, 2000 as amended as of January 2, 2001 (the
"Merger Agreement") by and between the Company, Abracadabra Acquisition
Corporation and About.com, Inc. ("About.com"), Abracadabra Acquisition
Corporation, a direct wholly owned subsidiary of the Company will merge with and
into About.com (the "Merger") and the Common Stock will be issued in the Merger.
We have examined (i) the Merger Agreement and (ii) the Registration
Statement. We have also examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon the certificates of public
officials and of officers and representatives of the Company.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that (1) the Board of Directors of the
Company has authorized the issuance of the Common Stock in accordance with the
Merger Agreement, subject to the consent of the Company's stockholders, (2) the
stockholders of the Company have consented to the issuance of the Common Stock
in accordance with the Merger Agreement and (3) when the Common Stock shall have
been issued in accordance with the Merger Agreement upon consummation of the
Merger, the Common Stock will be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York and we do not express any
opinion herein concerning any law other than the Delaware General Corporation
Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Joint Proxy Statement-Consent Solicitation-Prospectus
included in the Registration Statement.
PRIMEDIA Inc.
745 Fifth Avenue
New York, New York 10151
Re: Agreement and Plan of Merger among PRIMEDIA Inc.,
Abracadabra Acquisition Corporation and About.com, Inc.,
dated as of October 29, 2000, as amended January 2, 2001
Ladies and Gentlemen:
We have acted as special counsel to PRIMEDIA Inc. ("Parent"), a Delaware
corporation, in connection with the proposed merger (the "Merger") of
Abracadabra Acquisition Corporation ("Merger Sub"), a Delaware corporation and a
direct wholly-owned subsidiary of Parent, with and into About.com, Inc.
("Company"), a Delaware corporation, with the separate corporate existence of
Merger Sub ceasing and Company continuing as the surviving corporation. The
Merger will be consummated pursuant to the Agreement and Plan of Merger dated as
of October 29, 2000, as amended or supplemented through the date hereof, by and
among Parent, Merger Sub and Company (the "Merger Agreement"). For purposes of
this opinion, capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Merger Agreement. This opinion is being
delivered in connection with Parent's Registration Statement on Form S-4
relating to the proposed Merger pursuant to the Merger Agreement (the
"Registration Statement") to which this opinion appears as an exhibit. In acting
as counsel to Parent in connection with the Merger, we have, in preparing our
opinion, as hereinafter set forth, participated in the preparation of the Merger
Agreement and the preparation and filing of the Registration Statement.
You have requested that we render the opinion set forth below. In rendering
such opinion, we have assumed with your consent that (i) the Merger will be
effected in accordance with the Merger Agreement, (ii) the statements concerning
the Merger set forth in the Merger Agreement and the Registration Statement are
true, complete and correct and will remain true, complete and correct at all
times up to and including the Effective Time, (iii) the representations made by
Parent, Merger Sub and Company in their respective letters delivered to us for
purposes of this opinion (the "Representation Letters") are true, complete and
correct and will remain true, complete and correct at all times up to and
including the Effective Time, and (iv) any representations made in the
Representation Letters "to the best knowledge of" or similarly qualified are
true, correct and complete without such qualification. We have also assumed that
the parties have complied with and, if applicable, will continue to comply with,
the covenants contained in the Merger Agreement. We have examined the documents
referred to above and the originals, or duplicates or certified or conformed
copies, of such records, documents, certificates or other instruments and made
such other inquiries as in our judgment are necessary or appropriate to enable
us to render the opinion set forth below. We have not, however, undertaken any
independent investigation of any factual matter set forth in any of the
foregoing.
If the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement and the Registration Statement the opinion
expressed herein may be inapplicable. Our opinion is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
administrative interpretations, and judicial precedents as of the date hereof.
If there is any subsequent change in the applicable law or regulations, or if
there are subsequently any new applicable administrative or judicial
interpretations of the law or regulations, the opinion expressed herein may
become inapplicable.
Based on and subject to the foregoing, the discussion contained in the
Registration Statement under the caption "THE MERGER--Material United States
Federal Income Tax Consequences of the Merger," constitutes, in all material
respects, an accurate summary of the United States federal income tax matters
described therein.
We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We are members of the Bar of the State of New
York, and we do not express any opinion herein concerning any law other than the
federal law of the United States.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the references to our firm name therein.
About.com, Inc.
1440 Broadway, 19th Floor
New York, New York 10018
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Merger (the "Agreement") dated as of October 29, 2000 between
PRIMEDIA Inc., a Delaware corporation ("Parent"), Abracadabra Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and About.com, Inc., a Delaware corporation ("Target"), and
(ii) the preparation and filing with the Securities and Exchange Commission of a
Form S-4 Registration Statement relating to the Merger (the "Registration
Statement"). Pursuant to the Agreement, Merger Sub will merge with and into
Target (the "Merger"), and Target will become a wholly owned subsidiary of
Parent.
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Target in connection with the Merger. As
such, and for the purpose of rendering this opinion, we have examined and are
relying upon (without any independent investigation or review thereof) the truth
and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):
1. The Agreement;
2. The Registration Statement; and
3. Such other instruments and documents related to Parent, Target, Merger
Sub and the Merger as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
A. Original documents submitted to us (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been (or will be by the Effective Time) due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof; and
B. The Merger will be consummated in accordance with the Agreement without
any waiver or breach of any material provision thereof, and the Merger will be
effective under applicable state law.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that the statements regarding United States federal income tax
consequences set forth in the Registration Statement under the heading "Material
United States Federal Income Tax Consequences of the Merger," insofar as they
constitute statements of law or legal conclusions, are correct in all material
respects. We express no opinion as to any federal, state or local, foreign or
other tax consequences, other than as set forth in the Registration Statement
under the heading "Material United States Federal Income Tax Consequences of the
Merger."
In addition to the assumptions and representations described above, this
opinion is subject to the exceptions, limitations and qualifications set forth
below.
(1) This opinion represents and is based upon our best judgment regarding
the application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or the
courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, will not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
(2) No opinion is expressed as to any transaction other than the Merger
(whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, if all the transactions described
in the Agreement are not consummated in accordance with the terms of such
Agreement and without waiver or breach of any material provision thereof or if
all of the statements, representations, warranties and assumptions upon which we
relied are not true and accurate at all relevant times. In the event any one of
the statements, representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including any
amendments to the Registration Statement. This opinion may not be relied upon
for any other purpose, and may not be made available to any other person,
without our prior written consent.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
EXHIBIT 10.5
AMENDMENT
AMENDMENT, dated as of December 6, 2000 (this "AMENDMENT"), with respect
to that certain agreement (the "AGREEMENT"; capitalized terms used herein and
not defined shall have the meanings ascribed to such terms in the Agreement),
dated as of October 29, 2000, between About.com, Inc. ("ABOUT") and PRIMEDIA
Inc. on behalf of itself and its wholly owned subsidiaries (collectively,
"PRIMEDIA") pursuant to which About purchased $14,400,000 of Promotional
Services from PRIMEDIA.
WHEREAS, About has requested and PRIMEDIA has agreed to certain changes to
the schedule of Promotional Services to be provided pursuant to the Agreement;
and
WHEREAS, in consideration of the scheduling changes About has agreed to
certain amendments to the Agreement as set forth herein;
NOW, THEREFORE in consideration of the premises, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. AMENDMENT OF AGREEMENT. (a) The Agreement is hereby amended
such that paragraph 1.4 is deleted in its entirety and replaced with the
following:
1.4 PRICE. About shall be charged for all Promotional Services at
agreed upon rate card rates. With respect to Promotional Services for
which there are no other regular users, the parties agree to negotiate
pricing in good faith consistent with rates charged by PRIMEDIA for
similar services. Except as expressly set forth herein, PRIMEDIA is
not responsible for any expenses or fees relating to the Advertisements
including without limitation any agency commissions or fees.
(b) The Agreement is hereby amended such that paragraph 2 is deleted in
its entirety.
Section 2. GOVERNING LAW. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York.
Section 3. MISCELLANEOUS. Except as otherwise provided herein, all
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
About.com, Inc.
/s/ Scott Kurnit
-------------------------------------------
Name: Scott Kurnit
Title: Chairman and Chief Executive Officer
AMENDMENT, dated as of December 6, 2000 (this "AMENDMENT"), with respect
to that certain agreement (the "AGREEMENT"; capitalized terms used herein and
not defined shall have the meanings ascribed to such terms in the Agreement),
dated as of October 29, 2000, between About.com, Inc. ("ABOUT") and PRIMEDIA
Inc. on behalf of itself and its wholly owned subsidiaries (collectively,
"PRIMEDIA") pursuant to which About purchased $57,600,000 of Promotional
Services from PRIMEDIA.
WHEREAS, About has requested and PRIMEDIA has agreed to certain changes to
the schedule of Promotional Services to be provided pursuant to the Agreement;
and
WHEREAS, in consideration of the scheduling changes About has agreed to
certain amendments to the Agreement as set forth herein;
NOW, THEREFORE in consideration of the premises, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. AMENDMENT OF AGREEMENT. (a) The Agreement is hereby
amended such that paragraph 1.4 is deleted in its entirety and replaced with
the following:
1.4 PRICE. About shall be charged for all Promotional Services under this
Agreement at agreed upon rate card rates. With respect to Promotional
Services for which there are no other regular users, the parties agree to
negotiate pricing in good faith consistent with rates charged by PRIMEDIA
for similar services. Except as expressly set forth herein, PRIMEDIA is
not responsible for any expenses or fees relating to the Advertisements
including without limitation any agency commissions or fees.
(b) The Agreement is hereby amended such that paragraph 2 is deleted in
its entirety.
Section 2. GOVERNING LAW. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York.
Section 3. MISCELLANEOUS. Except as otherwise provided herein, all
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
About.com, Inc.
/s/ Scott Kurnit
-------------------------------------------
Name: Scott Kurnit
Title: Chairman and Chief Executive Officer
AGREEMENT (this "Agreement"), dated as of the 6th day of December, 2000
between About.com, Inc. ("About") and PRIMEDIA Inc. on behalf of itself and its
wholly owned subsidiaries (collectively, "PRIMEDIA").
WHEREAS, About owns and operates About.com, a platform comprised of a
network of more than 800 targeted, topic-specific web sites;
WHEREAS, PRIMEDIA is an integrated media company which owns and
operates a variety of print, video, Internet products and live event products in
the consumer, enthusiast and business-to-business markets;
WHEREAS, About wishes to use, and PRIMEDIA is willing to provide,
advertising and promotional services through December 31, 2001 with a total
value of $14,900,000 as provided herein and in accordance with the terms hereof;
and
WHEREAS, the parties desire that in consideration for the advertising
and promotional services to be provided hereunder, About shall issue to PRIMEDIA
735,802 shares of About common stock (the "About Stock").
NOW, THEREFORE in consideration of the premises and the respective
representations, warranties, covenants and agreements contained herein, and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. PROMOTIONAL SERVICES COMMITMENT.
1.1. Definitions. For purposes of this Agreement, the following
definitions shall apply:
(a) "Print Advertising" shall mean print advertising space in
PRIMEDIA's consumer, enthusiast and business-to-business publications (the
"Publications").
(b) "Web Advertising" shall mean advertisements on and
sponsorships, links and other promotions related to PRIMEDIA's consumer,
enthusiast and business-to-business web sites.
(c) "Channel One Advertising" shall mean on-air advertising on
PRIMEDIA's Channel One Network.
(d) "Advertising" shall mean Print Advertising, Web Advertising
and Channel One Advertising.
(e) "Supplemental Promotions" shall mean the publication,
insertion and distribution of promotional inserts or brochures in connection
with the publication of any Publication.
(f) "Market Solutions" shall mean integrated promotional and
marketing packages incorporating Advertising, sponsorships, co-branding
opportunities and other promotional devices within or across PRIMEDIA editorial
focus areas (e.g., teens, babies, automobiles).
(g) "Trade Show Opportunities" shall mean sponsorships and booth
rentals at PRIMEDIA trade shows.
(h) "Promotional Services" shall mean Advertising, Subscriber List
Rentals, Supplemental Promotions, Market Solutions and Trade Show Opportunities
and other forms of print and on-line promotions, sponsorships and links.
1.2. PROMOTIONAL SERVICES COMMITMENT.
(A) ANNUAL COMMITMENT. Subject to the provisions herein,
beginning on the date hereof and continuing through December 31, 2001 (the
"Term"), About agrees to purchase and PRIMEDIA agrees to sell and make
available to About an aggregate of $14,900,000 million of Promotional
Services (the "Commitment"). About shall use its reasonable efforts to use a
minimum of $2,800,000 of the Commitment in calendar year 2000 including a
minimum of $500,000 of banner advertisements on GR8RIDE.com and the Pro
Football Weekly web site and other PRIMEDIA web sites. Of the remaining amount
of the Commitment, About shall use $6,800,000 in the first quarter 2001 and
the rest over the course of the Term as agreed to by the parties. About shall
use the Promotional Services to promote and advertise its own products and
services and shall not rent, resell or otherwise transfer to any third party
any portion of the Promotional Services.
(B) PRIORITY. The first $10,000,000 of PRIMEDIA advertising or
promotional services used by About during the Term shall be charged against the
Commitment hereunder and not against any other advertising agreement between the
parties.
(C) ACQUISITIONS/DIVESTITURES. About acknowledges that from time
to time certain of PRIMEDIA's subsidiaries and/or Publications may be sold
and/or new publications or promotional vehicles purchased. Any such changes in
PRIMEDIA shall be cause for renegotiation of the terms of this Agreement only in
the event that they materially alter the Promotional Services available to About
hereunder.
1.3. TERMS. About's requests for any of the Aggregate Promotional
Services shall be subject to the regular policies and practices of PRIMEDIA in
the ordinary course of business including, without limitation, with respect to
placement, space availability and deadlines for providing creative materials.
All Advertising placed by About hereunder and all promotional materials
distributed by About to any party on any subscriber list from a Subscriber List
Rental shall be acceptable to PRIMEDIA in its reasonable discretion consistent
with its regular practices and policies applicable to other advertisers and
clients. PRIMEDIA reserves the right to reject any Advertising or request for
Subscriber List Rentals that do not comply with the foregoing.
1.4. PRICE. About shall be charged for all Promotional Services at
agreed upon rate card rates. About shall be charged for all Promotional
Services in 2001 at agreed upon rate card rates. With respect to Promotional
Services for which there are no other regular users,
2
the parties agree to negotiate pricing in good faith consistent with rates
charged by PRIMEDIA for similar services. Except as expressly set forth herein,
PRIMEDIA is not responsible for any expenses or fees relating to the
Advertisements including without limitation any agency commissions or fees.
1.5. COMMON STOCK ISSUANCE. In consideration for the Promotional
Services to be provided hereunder, About shall issue to PRIMEDIA735,802
shares of common stock of About, par value $.001 per share on the date hereof
with an aggregate value equal to $14,900,000 (the "Common Stock"). The Common
Stock shall be issued to PRIMEDIA promptly upon the execution of this
Agreement. The Common Stock shall be duly authorized, validly issued and
non-assessable. Within five (5) business days of the date of this Agreement,
About shall execute a customary registration rights agreement in a form
reasonably satisfactory to About and PRIMEDIA providing PRIMEDIA with
piggyback rights for the Vested Portion of the Common Stock (including
standard cut-backs) except in respect of registration on Form S-8 or
registrations for issuing stock in the context of an acquisition.
2. REPRESENTATIONS AND WARRANTIES OF ABOUT.
2.1. ORGANIZATION AND AUTHORITY OF ABOUT. About (i) is a corporation
duly organized and in good standing under the laws of the State of Delaware and
(ii) has all the requisite power and authority to own or lease its assets and to
carry on its business. About has full power and authority to carry out the
transactions contemplated by this Agreement.
2.2. AUTHORIZATION OF AGREEMENT. The execution, delivery and
performance by About of this Agreement and the consummation by About of the
transactions contemplated hereby, have been duly authorized by all necessary
action of About. This Agreement has been duly executed and delivered by About
and constitute legal, valid and binding obligations of About, enforceable in
accordance with its respective terms (except insofar as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditor's rights generally or by principles governing
the availability of equitable remedies).
2.3. NO CONFLICTS. Neither the execution, delivery or performance of
this Agreement, nor the consummation by About of the transactions contemplated
hereby, nor compliance by About with the terms and provisions hereof, will (i)
conflict with About's Certificate of Incorporation (ii) conflict with, or result
in the breach or termination of, or constitute a default (or with notice or
lapse of time or both, constitute a default) under or result in the termination
or suspension of, or accelerate the performance required by any of the terms,
conditions or provisions of, any note, bond, mortgage, indenture, license,
lease, agreement, commitment or other instrument to which About is a party or by
which any of its assets is bound except any such conflict which would not result
in a Material Adverse Effect (as defined in the Merger Agreement); (iii)
constitute a violation by About of any law or statute or any judgment, ruling,
order, writ injunction, decree, rule or regulation of any court or governmental
authority applicable to About except to the extent it does not constitute a
Material Adverse Effect; or (iv) result in the creation of any mortgage, pledge,
security interest, claim, lien, charge or encumbrance of any kind ("Lien") upon
any of the assets of About except to the extent it does not constitute a
Material Adverse Effect.
3
3. REPRESENTATIONS AND WARRANTIES OF PRIMEDIA.
3.1. ORGANIZATION OF PRIMEDIA. PRIMEDIA is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Delaware. PRIMEDIA has the full power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby.
3.2. AUTHORIZATION OF AGREEMENT. The execution, delivery and
performance by PRIMEDIA of this Agreement and the consummation by PRIMEDIA of
the transactions contemplated hereby, have been duly authorized by all necessary
action of PRIMEDIA. This Agreement has been duly executed and delivered by
PRIMEDIA and constitutes the legal, valid and binding obligation of PRIMEDIA,
enforceable in accordance with its terms.
3.3. NO CONFLICTS. Neither the execution, delivery or performance of
this Agreement, nor the consummation by PRIMEDIA of the transactions
contemplated hereby, nor compliance by PRIMEDIA with the terms and provisions
hereof, will (i) conflict with the Certificate of Incorporation or By-Laws of
PRIMEDIA, (ii) conflict with, or result in the breach or termination of, or
constitute a default (or with notice or lapse of time or both, constitute a
default) under or result in the termination or suspension of, or accelerate the
performance required by any of the terms, conditions or provisions of, any note,
bond, mortgage, indenture, license, lease, agreement, commitment or other
instrument to which PRIMEDIA is a party except to the extent it does not
constitute a Parent Material Adverse Effect (as defined in the Purchase
Agreement); or (iii) constitute a violation by PRIMEDIA of any law or statute or
any judgment, ruling, order, writ injunction, decree, rule or regulation of any
court or governmental authority applicable to PRIMEDIA except to the extent it
does not constitute a Parent Material Adverse Effect.
3.4. PURCHASE NOT FOR DISTRIBUTION. PRIMEDIA hereby represents and
warrants to About that any shares of About Common Stock acquired by PRIMEDIA
hereunder will not be taken with a view to the public distribution thereof and
will not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act of 1933, as
amended.
4. Miscellaneous.
4.1. ENTIRE AGREEMENT. This Agreement (together with the Schedules and
Exhibits hereto and the documents referred to herein) contains, and is intended
as, a complete statement of all of the terms of the arrangements between the
parties with respect to the matters provided for herein, and supersedes any
previous agreements and understandings between the parties with respect to those
matters. Section titles and headings are inserted for convenience of reference
only and are not intended to be a part or to affect the meaning or
interpretation hereof.
4.2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4.3. AMENDMENT; WAIVER. No provision of this Agreement may be amended
or modified except by an instrument or instruments in writing signed by the
parties hereto. Any
4
party may waive compliance by another with any of the provisions of this
Agreement. No waiver of any provision hereof shall be construed as a waiver of
any other provision or subsequent breach. Any waiver must be in writing. The
failure of any party hereto to enforce at any time any provision hereof shall
not be construed to be a waiver of such provision, nor in any way to affect the
validity hereof or any part hereof or the right of any party thereafter to
enforce each and every such provision.
4.4. NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally, mailed
by registered mail, return receipt requested, sent by documented overnight
delivery service or, to the extent receipt is confirmed, by telecopy to the
parties at the following addresses (or to such other address as a party may have
specified by notice given to the other party pursuant to this provision):
If to About to it at
About.com, Inc.
1440 Broadway, 19th Floor
New York, New York 10018
Attention: Alan Blaustein, Esq.
Fax: (212) 204-1521
with a copy to:
Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, New York 10019
Attention: Eric Simonson, Esq.
Fax: (212) 586-7878
with a copy to
If to PRIMEDIA, to:
PRIMEDIA Inc.
745 Fifth Avenue
New York, New York 10151
Telecopy No.:
Confirmation No.:
Attention: Mr. Charles McCurdy
with a copy to:
5
PRIMEDIA Inc.
745 Fifth Avenue
New York, New York 10151
Telecopy No.: (212) 745-0131
Confirmation No.: (212) 745-0628
Attention: Christopher A. Fraser, Esq.
4.5. SEPARABILITY. If any provision of this Agreement is held by any
court of competent jurisdiction to be illegal, invalid or unenforceable, such
provision shall be of no force and effect, but the illegality, invalidity or
unenforceability shall have no effect upon and shall not impair the
enforceability of any other provision of this Agreement.
4.6. ASSIGNMENT AND BINDING EFFECT. None of the parties hereto may
assign any of its rights or delegate any of its duties under this Agreement
without the prior written consent of the others. All of the terms and provisions
of this Agreement shall be binding on, and shall inure to the benefit of, the
respective successors and permitted assigns of the parties.
4.7. NO BENEFIT TO OTHERS. The representations, warranties, covenants
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their respective successors and permitted assigns and they
shall not be construed as conferring and are not intended to confer any rights
on any other persons.
4.8. COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, and each party thereto
may become a party hereto by executing a counterpart hereof. This Agreement and
any counterpart so executed shall be deemed to be one and the same instrument.
The exchange (by facsimile) of facsimile copies of executed counterparts of this
Agreement shall be deemed execution and delivery thereof, provided that receipt
of such facsimile is confirmed in writing. Original copies shall follow by
documented overnight delivery.
4.9. EXPENSES. Each party shall pay all of its respective expenses
relating to the transactions contemplated hereby including, without limitation,
the expenses of its attorneys and financial advisors.
4.10. INTERPRETATION. The parties hereto agree that in interpreting
this Agreement there shall be no inference against the drafting party.
6
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
About.com, Inc.
/s/ Scott Kurnit
-----------------------------------
Name: Scott Kurnit
Title: Chairman and Chief Executive
Officer
PRIMEDIA Inc.
/s/ Beverly C. Chell
-----------------------------------
Name: Beverly C. Chell
Title: Vice Chairman
7
Exhibit 10.8
LIST RENTAL AGREEMENT
This list rental agreement (the "Agreement") is entered into on this 6th day of
December 2000 by and between PRIMEDIA Magazines Inc. ("PRIMEDIA") and About.com,
Inc. ("About") with respect to use of the PRIMEDIA consumer and special
interest magazine mailing list owned by PRIMEDIA (the "Mailing List"),
pursuant to the terms and conditions hereinafter set forth.
1. About expressly acknowledges that the Mailing List shall be strictly
limited to no more than three uses, solely and exclusively for
mailings of mailing pieces promoting About (the "Mailing Pieces").
The content of the Mailing Pieces shall be adhere to the same
content standards as advertisements which appear in Seventeen
Magazine and shall be subject to PRIMEDIA's advance approval which
shall not be unreasonably withheld. PRIMEDIA shall deliver the
Mailing List to About no later than December 29, 2000. Upon such
delivery, About shall immediately acknowledge receipt and acceptance
of the Mailing List in writing. About agrees and acknowledges that
upon such delivery, PRIMEDIA's obligations relating to the Mailing
List are fully satisfied.
2. In consideration of the use of the Mailing List, About shall issue
to PRIMEDIA 120,987 shares of common stock of About, par value $.001
per share on the date hereof with an aggregate value equal to
$2,450,000 (the "Common Stock"). The Common Stock shall be issued to
PRIMEDIA promptly upon of the execution of this Agreement. The
Common Stock shall be duly authorized, validly issued and
non-assessable. Within five (5) business days of the date of this
Agreement, About shall execute a customary registration rights
agreement in a form reasonably satisfactory to About and PRIMEDIA
providing PRIMEDIA with piggyback rights for the Vested Portion of
the Common Stock (including standard cut-backs) except in respect of
registration on Form S-8 or registrations for issuing stock in the
context of an acquisition.
3. About hereby unconditionally promises, agrees, represents and
warrants that as a condition to the use of the Mailing List it will
not (i) disclose, transfer, duplicate, reproduce or retain in any
form or manner whatsoever the Mailing List or any part thereof or
permit any third party, agent, employee or contractor of their
respective agents or employees to do any of the foregoing,
regardless of whether the Mailing List takes the form of printed
labels, magnetic tape or otherwise; (ii) disclose the identity of
PRIMEDIA as the list owner or the derivation or source of the
Mailing List to any third party; (iii) use the Mailing List as a
basis for a phone or e-mail solicitation; (iv) use the Mailing List
in connection with "free offers" or for any other offer in which a
negative response is requested or solicited. About shall erase the
Mailing List from all storage devices upon which it is stored
immediately upon processing its mailing.
4. About acknowledges that the Mailing List is the property of
PRIMEDIA.
5. About acknowledges that the Mailing List has and will continue to be
monitored to prevent unauthorized use thereof, by a combination of
one or more methods of computer control and or planted and/or varied
names and addresses. About hereby consents to such controls.
6. PRIMEDIA makes no warranty or representation of any nature regarding
(i) the accuracy of the Mailing List's names and addresses; (ii) the
results to be obtained from the use of the Mailing List or (iii) the
number of mail pieces which are actually deliverable based on the
information contained in the Mailing List.
7. About agrees to indemnify and hold harmless PRIMEDIA from any and
all claims, damages, liabilities, expenses, including but not
limited to attorney fees and expenses, however incurred, relating to
the use of the Mailing List by About or its agents contrary to the
provisions of this Agreement.
8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
9. No provision of this Agreement may be amended or modified except by
an instrument or instruments in writing signed by the parties
hereto. Any party may waive compliance by another with any of the
provisions of this Agreement. No waiver of any provision hereof
shall be construed as a waiver of any other provision or subsequent
breach. Any waiver must be in writing. The failure of any party
hereto to enforce at any time any provision hereof shall not be
construed to be a waiver of such provision, nor in any way to affect
the validity hereof or any part hereof or the right of any party
thereafter to enforce each and every such provision.
10. If any provision of this Agreement is held by any court of competent
jurisdiction to be illegal, invalid or unenforceable, such provision
shall be of no force and effect, but the illegality, invalidity or
unenforceability shall have no effect upon and shall not impair the
enforceability of any other provision of this Agreement.
11. None of the parties hereto may assign any of its rights or delegate
any of its duties under this Agreement without the prior written
consent of the others. All of the terms and provisions of this
Agreement shall be binding on, and shall inure to the benefit of,
the respective successors and permitted assigns of the parties.
12. The representations, warranties, covenants and agreements contained
in this Agreement are for the sole benefit of the parties hereto and
their respective successors and permitted assigns and they shall not
be construed as conferring and are not intended to confer any rights
on any other persons.
13. This Agreement may be executed in two (2) or more counterparts, each
of which shall be deemed an original, and each party thereto may
become a party hereto by executing a counterpart hereof. This
Agreement and any counterpart so executed shall be deemed to be one
and the same instrument. The exchange (by facsimile) of facsimile
copies of executed counterparts of this Agreement shall be deemed
execution and delivery thereof, provided that receipt of such
facsimile is confirmed in writing. Original copies shall follow by
documented overnight delivery.
14. The parties hereto agree that in interpreting this Agreement there
shall be no inference against the drafting party.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
/s/ Lawrence Rutkowski
-----------------------------------
Name: Lawrence Rutkowski
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT 10.9
PRIMEDIA INC.
2001 STOCK INCENTIVE PLAN
1. PURPOSE OF PLAN
The PRIMEDIA Inc. 2001 Stock Incentive Plan (the "Plan") is designed:
(a) to promote the long term financial interests and growth of PRIMEDIA
Inc. (the "Corporation") and its Subsidiaries (as defined below) by attracting
and retaining management personnel with the training, experience and ability to
enable them to make a substantial contribution to the success of the
Corporation's business;
(b) to motivate management personnel by means of growth-related
incentives to achieve long range goals; and
(c) to further the identity of interests of participants with those of
the stockholders of the Corporation through opportunities for increased stock,
or stock-based, ownership in the Corporation.
2. DEFINITIONS
As used in the Plan, the following words shall have the following
meanings:
(a) "Affiliate" shall mean, with respect to the Corporation, any entity
directly or indirectly controlling, controlled by, or under common control with,
the Corporation or any other entity designated by the Board of Directors in
which the Corporation or an Affiliate has an interest.
(b) "Board of Directors" means the Board of Directors of the
Corporation.
(c) "Change in Control" shall mean the occurrence of any one of the
following events:
(i) transaction or series of related transactions whereby KKR
Associates and/or its affiliates ("KKR") sells or otherwise disposes of
beneficial ownership (within the meaning of Rule 13 d-3 of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) of securities of the
Corporation representing 35% or more of the combined voting power of all
securities of the Corporation entitled to vote in the election of
directors of the Corporation to any single person or group (within the
meaning of Section 13(d)(3) of the 1934 Act, and the rules and regulations
promulgated thereunder), other than to an Affiliate of KKR, and in
connection with or following such disposition such single person or group
obtains control of a majority of the seats (other than vacant seats) on
the Board;
(ii) the Corporation adopts any plan of liquidation providing
for the distribution of all or substantially all of its assets;
(iii) all or substantially all of the assets or business of the
Corporation are disposed of pursuant to a merger, consolidation or other
transaction (unless the shareholders of the Corporation immediately prior
to such merger, consolidation or other transaction beneficially own,
directly or indirectly, in substantially the same proportion as they owned
the voting securities of the Corporation, all of the voting securities or
other ownership interests of the entity or entities, if any, that succeed
to the business of the Corporation); or
(iv) the Corporation combines with another company and is the
surviving corporation but, immediately after the combination, the
shareholders of the Corporation immediately prior to the combination hold,
directly or indirectly, 50% or less of the voting securities of the
combined company (there being excluded from the number of shares held by
such shareholders, but not from the voting securities of the combined
company, any shares received by Affiliates of such other company in
exchange for stock of such other company).
(d) "Committee" means the Compensation Committee of the Board of
Directors.
(e) "Common Stock" or "Share" means common stock of the Corporation
which may be authorized but unissued, or issued and reacquired.
(f) "Derivative Security" has the meaning given it in Rule 16a-1(c)
under the Exchange Act.
(g) "Employee" means a person, including an officer, in the employment
of the Corporation or one of its Subsidiaries who is selected by the Committee.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(i) "Fair Market Value" means such value of a Share as reported for
stock exchange transactions and/or determined in accordance with any applicable
resolutions or regulations of the Committee in effect at the relevant time.
(j) "Grant" means an award made to a Participant pursuant to the Plan
and described in Paragraph 5, including, without limitation, an award of a Stock
Option, Stock Appreciation Right, Dividend Equivalent Right, Restricted Stock,
Purchase Stock, Performance Units, Performance Shares or Other Stock Based Grant
or any combination of the foregoing.
(k) "Grant Agreement" means an agreement between the Corporation and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant.
(l) "Participant" means an Employee, or other person having a
relationship with the Corporation or any of its Subsidiaries, to whom one or
more Grants have been made and such Grants have not all been forfeited or
terminated under the Plan; provided, however, a non-employee director of the
Corporation or one of its Subsidiaries may not be a Participant.
2
(m) "Stock-Based Grants" means the collective reference to the grant of
Stock Appreciation Rights, Dividend Equivalent Rights, Restricted Stock,
Performance Units, Performance Shares and Other Stock Based Grants.
(n) "Stock Options" means the collective reference to "Incentive Stock
Options" and "Other Stock Options".
(o) "Subsidiary" means any entity of which the Corporation owns, either
directly or indirectly, at least 50% of the combined voting power or economic
interest of such entity.
3. ADMINISTRATION OF PLAN
(a) The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "non-employee
directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and "outside directors" within the meaning of Section 162(m) of the
Code (or any successor section thereto). The Committee may adopt its own rules
of procedure, and the action of a majority of the Committee, taken at a meeting
or taken without a meeting by a writing signed by such majority, shall
constitute action by the Committee. The Committee shall have the power and
authority to administer, construe and interpret the Plan, to make rules for
carrying it out and to make changes in such rules. Any such interpretations,
rules, and administration shall be consistent with the basic purposes of the
Plan.
(b) The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Corporation its duties under the Plan subject to
such conditions and limitations as the Committee shall prescribe except that
only the Committee may designate and make Grants to Participants who are subject
to Section 16 of the Exchange Act or Section 162(m) of the Code.
(c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Corporation, and the
officers and directors of the Corporation shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member of the Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or the Grants, and all members of the
Committee shall be fully protected by the Corporation with respect to any such
action, determination or interpretation.
(d) The Committee may construe and interpret the Plan and the Grants
awarded thereunder and establish, amend and revoke rules and regulations for the
administration of the Plan, including, but not limited to, correcting any defect
or supplying any omission, or reconciling any inconsistency in the Plan or in
any Grant Agreement, in the manner and to the extent it shall deem necessary or
advisable to make the Plan fully effective.
(e) The Committee may determine the duration and purposes for leaves of
absence which may be granted to a Participant on an individual basis without
constituting a termination of employment or service for purposes of the Plan.
3
(f) The Committee may resolve all questions of interpretation arising
under or in connection with the administration of the Plan, exercise its
discretion with respect to the powers and rights granted to it as set forth in
the Plan, and generally, exercise such powers and perform such acts as are
deemed necessary or advisable to promote the best interests of the Company with
respect to the Plan.
(g) All decisions and determinations by the Committee in the exercise of
the powers conferred upon it under the Plan shall be final, binding and
conclusive upon the Company, the Subsidiaries, Participants and all other
persons having any interest therein.
4. ELIGIBILITY
The Committee may from time to time make Grants under the Plan to such
Employees, or other persons having a relationship with the Corporation or any of
its Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine. No Grants may be made under this
Plan to non-employee directors of the Corporation or any of its Subsidiaries.
Grants may be granted singly, in combination or in tandem. The terms, conditions
and limitations of each Grant under the Plan shall be set forth in a Grant
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan; provided, however, such Grant Agreement shall contain
provisions dealing with the treatment of Grants in the event of the termination,
death or disability of a Participant, and may also include provisions concerning
the treatment of Grants in the event of a change of control of the Corporation.
5. GRANTS
From time to time, the Committee will determine the forms and amounts of
Grants to Participants. Grants shall be subject to such terms and conditions,
including without limitation, vesting and exercisability periods or
restrictions, and the effect on a Grant of a termination or change in employment
status of a Participant (including a termination or change by reason of a sale
of a subsidiary or division of the Corporation), as the Committee may in its
discretion determine. Such Grants may take the following forms in the
Committee's sole discretion:
(a) INCENTIVE STOCK OPTIONS - These are stock options within the meaning
of Section 422 of the Code, to purchase Common Stock. In addition to other
restrictions contained in the Plan, an option granted under this Paragraph 5(a),
(i) may not be exercised more than 10 years after the date it is granted, (ii)
may not have an option price less than the Fair Market Value of Common Stock on
the date the option is granted, (iii) must otherwise comply with Code Section
422, and (iv) must be designated as an "Incentive Stock Option" by the
Committee. The maximum aggregate Fair Market Value of Common Stock (determined
at the time of each Grant) with respect to which any Participant may first
exercise Incentive Stock Options under this Plan and any Incentive Stock Options
granted to the Participant for such year under any plans of the Corporation or
any Subsidiary in any calendar year is $100,000. Payment of the option price
shall be made in cash or in shares of Common Stock, or a combination thereof, in
accordance with the terms of the Plan, the Grant Agreement, and of any
applicable guidelines of the Committee in effect at the time.
4
(b) OTHER STOCK OPTIONS - These are options to purchase Common Stock
which are not designated by the Committee as "Incentive Stock Options". At the
time of the Grant the Committee shall determine, and shall have contained in the
Grant Agreement or other Plan rules, the option exercise period, the option
price, and such other conditions or restrictions on the grant or exercise of the
option as the Committee deems appropriate, which may include the requirement
that the grant of options is predicated on the acquisition by the optionholder
of Purchase Stock under Paragraph 5(e) by the Optionee. In addition to other
restrictions contained in the Plan, an option granted under this Paragraph 5(b),
(i) may not be exercised more than 10 years after the date it is granted and
(ii) may not have an option exercise price less than 30% of the Fair Market
Value of Common Stock on the date it is granted.
(c) STOCK APPRECIATION RIGHTS - These are rights that on exercise
entitle the holder to receive the excess of (i) the Fair Market Value of a share
of Common Stock on the date of exercise over (ii) the Fair Market Value on the
date of Grant (the "base value") multiplied by (iii) the number of rights
exercised as determined by the Committee. Stock Appreciation Rights granted
under the Plan may, but need not be, granted in conjunction with an Option under
Paragraph 5(a) or 5(b). The Committee, in the Grant Agreement or by other Plan
rules, may impose such conditions or restrictions on the exercise of Stock
Appreciation Rights as it deems appropriate, and may terminate, amend, or
suspend such Stock Appreciation Rights at any time. No Stock Appreciation Right
granted under this Plan may be exercised more than 10 years after the date it is
granted.
(d) RESTRICTED STOCK - Restricted Stock is Common Stock delivered to a
Participant with restrictions or conditions on the Participant's right to
transfer or sell such stock; provided that the price of any share of Restricted
Stock delivered for consideration other than services and not as bonus stock may
not be less than 30% of the Fair Market Value of a share of Common Stock on the
date such Restricted Stock is granted or the price of such Restricted Stock may
be the par value of a share of Common Stock. The number of shares of Restricted
Stock and the restrictions on such shares shall be as the Committee determines,
in the Grant Agreement or by other Plan rules, and the certificate for the
Restricted Stock shall bear evidence of the restrictions or conditions.
(e) PURCHASE STOCK - Purchase Stock are shares of Common Stock offered
to a Participant at such price as determined by the Committee; provided,
however, that the price per share of such Purchase Stock may not be less than
30% of the Fair Market Value of the Common Stock on the date such shares of
Purchase Stock are offered.
(f) DIVIDEND EQUIVALENT RIGHTS - These are rights to receive cash
payments from the Corporation at the same time and in the same amount as any
cash dividends paid on an equal number of shares of Common Stock to shareholders
of record during the period such rights are effective. The Committee, in the
Grant Agreement or by other Plan rules, may impose such restrictions and
conditions on the Dividend Equivalent Rights, including the date such rights
will terminate, as it deems appropriate, and may terminate, amend, or suspend
such Dividend Equivalent Rights at any time.
(g) PERFORMANCE UNITS - These are rights to receive at a specified
future date, payment in cash of an amount equal to all or a portion of the value
of a unit granted by the Committee. At
5
the time of the Grant, in the Grant Agreement or by other Plan rules, the
Committee must determine the base value of the unit, the performance factors
applicable to the determination of the ultimate payment value of the unit and
the period over which Corporation performance will be measured. These factors
must include a minimum performance standard for the Corporation below which no
payment will be made and a maximum performance level above which no increased
payment will be made. The term over which Corporation performance will be
measured shall be not less than six months.
(h) PERFORMANCE SHARES - These are rights to receive at a specified
future date, payment in cash or Common Stock, as determined by the Committee, of
an amount equal to all or a portion of the (i) average of the Fair Market Value
of a share of Common Stock on each trading day during the last forty-five (45)
days of such period, multiplied by (ii) a specified number of shares of Common
Stock. At the time of the Grant, the Committee, in the Grant Agreement or by
Plan rules, will determine the factors which will govern the portion of the
rights so payable and the period over which performance will be measured. The
factors will be based on Corporation performance and must include a minimum
performance standard for the Corporation below which no payment will be made and
a maximum performance level above which no increased payment will be made. The
term over which Corporation performance will be measured shall be not less than
six months. Performance Shares will be granted for no consideration other than
services.
(i) OTHER STOCK-BASED GRANTS - The Committee may make other Grants under
the Plan pursuant to which shares of Common Stock (which may, but need not, be
shares of Restricted Stock pursuant to Paragraph 5(d)), are or may in the future
be acquired, or Grants denominated in stock units, including Grants valued using
measures other than market value. Other Stock-Based Grants may be granted with
or without consideration; provided, however, that the price of any such Grant
made for consideration other than services that provides for the acquisition of
shares of Common Stock or other equity securities of the Corporation may not be
less than 30% of the Fair Market Value of a share of the Common Stock or such
other equity securities on the date of grant of such Grant. Such Other
Stock-Based Grants may be made alone, in addition to or in tandem with any Grant
of any type made under the Plan and must be consistent with the purposes of the
Plan.
(j) MANNER OF EXERCISE AND PAYMENT OF STOCK OPTIONS - A Stock Option, or
portion thereof, shall be exercised for whole shares of Common Stock by delivery
of a written notice of exercise to the Corporation and payment of the full
exercise price of the shares being purchased. A Participant may exercise a Stock
Option with respect to less than the full number of shares for which the Stock
Option may then be exercised. The price of Common Stock purchased pursuant to an
Option, or portion thereof, may be paid:
(1) in United States dollars in cash or by check, bank draft or
money order payable to the order of the Corporation,
(2) through the delivery of shares of Common Stock (which the
Participant has held for at least six months prior to delivery of such shares or
where the Participant has purchased on the open market and for which the
Participant holds title free and clear of all liens
6
and encumbrances) with an aggregate Fair Market Value on the date of exercise
equal to the exercise price,
(3) by delivery of an irrevocable notice of exercise to a financial
institution acceptable to the Corporation to deliver promptly to the Corporation
the portion of sale or loan proceeds sufficient to pay the exercise price,
(4) through the written election of the Participant to have shares
of Common Stock withheld by the Corporation from the shares otherwise to be
received, with such withheld shares having an aggregate Fair Market Value on the
date of exercise equal to the exercise price or Federal, state and local tax
withholding obligations in connection with such exercise or
(5) by any combination of the above methods of payment.
The Committee shall have sole discretion to disapprove of an election for
delivering or withholding Common Stock upon exercise of a Stock Option in
accordance with clauses (2)-(5) above and may impose such limitations and
prohibitions on the use of Common Stock to exercise a Stock Option as it deems
appropriate, including, without limitation, any limitation or prohibition
designed to avoid certain accounting consequences which may result from the use
of Common Stock as payment upon exercise of a Stock Option or tax withholding
obligation. If the method of payment in clause (3) is elected, the Stock Option
will be deemed to be exercised simultaneously with the sale of the shares by the
financial institution. If the shares to be acquired on such exercise cannot be
sold for a price equal to or greater than the full Exercise Price, then there
will be no exercise of the Stock Option.
(k) NONTRANSFERABILITY OF DERIVATIVE SECURITIES: No Stock Option or
Stock-Based Grant which constitutes a Derivative Security shall be transferable
otherwise than by will, the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Corporation or be subject to
attachment, execution or other similar process. In the event of any attempt by
the Participant to alienate, assign, pledge, hypothecate or otherwise dispose of
a Stock Option or any such Stock-Based Grant or of any right hereunder, except
as provided for herein, or in the event of any levy or any attachment, execution
or similar process upon the rights or interest hereby conferred, the Corporation
may terminate the Stock Option or such Stock-Based Grant by notice to the
Participant and the Stock Option or such Stock-Based Grant shall thereupon
become null and void. Notwithstanding the foregoing, the Committee may provide,
either at the time of grant or otherwise, that a Stock Option or Stock-Based
Grant constituting a Derivative Security is transferrable to the extent that
such transferability is permissible under BOTH Rule 16b-3 under the Exchange Act
and the form of Registration Statement under which securities issued under the
Plan are registered under the Securities Act of 1933.
6. LIMITATIONS AND CONDITIONS
(a) Subject to Paragraph 4, the number of shares available for Grants
under this Plan shall be 6,437,750 shares of Common Stock reduced by the sum of
the aggregate amount of shares issued upon a Grant or become subject to an
outstanding Grant. The number of shares subject to Grants under this Plan to any
one Participant during any calendar year shall not be more than 4,816,400 shares
of Common Stock. To the extent that shares related to outstanding
7
Grants are not issued by reason of Grants being forfeited, terminated,
cancelled, expire unexercised or delivered or withheld to pay the exercise price
or satisfy withholding obligations, then such shares shall again immediately
become available for Grants.
(b) No Grants shall be made under the Plan beyond ten years after the
effective date of the amendment and restatement of the Plan, but the terms of
Grants made on or before the expiration thereof may extend beyond such
expiration. At the time a Grant is made or amended or the terms or conditions of
a Grant are changed, the Committee may provide for limitations or conditions on
such Grant.
(c) Nothing contained herein shall affect the right of the Corporation
to terminate any Participant's employment at any time or for any reason.
(d) Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.
(e) Except as otherwise prescribed by the Committee, the amounts of the
Grants for any employee of a Subsidiary, along with interest, dividend, and
other expenses accrued on deferred Grants shall be charged to the Participant's
employer during the period for which the Grant is made. If the Participant is
employed by more than one Subsidiary or by both the Corporation and a Subsidiary
during the period for which the Grant is made, the Participant's Grant and
related expenses will be allocated between the companies employing the
Participant in a manner prescribed by the Committee.
(f) Participants shall not be, and shall not have any of the rights or
privileges of, stockholders of the Corporation in respect of any Shares subject
to any Grant unless and until certificates representing any such Shares have
been issued by the Corporation to such Participants.
(g) No election as to benefits or exercise of any Grant may be made
during a Participant's lifetime by anyone other than the Participant except by a
legal representative appointed for or by the Participant.
(h) Any Grant shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of the Corporation or its
Subsidiaries and shall not affect any benefits under any other benefit plan of
any kind or subsequently in effect under which the availability or amount of
benefits is related to level of compensation. This Plan is not a "Retirement
Plan" or "Welfare Plan" under the Employee Retirement Income Security Act of
1974, as amended.
(i) Unless the Committee determines otherwise, no benefit or promise
under the Plan shall be secured by any specific assets of the Corporation or any
of its Subsidiaries, nor shall any assets of the Corporation or any of its
Subsidiaries be designated as attributable or allocated to the satisfaction of
the Corporation's obligations under the Plan.
7. TRANSFERS AND LEAVES OF ABSENCE
8
For purposes of the Plan a transfer of a Participant's employment
without an intervening period of separation among the Corporation and any
Subsidiary shall not be deemed a termination of employment.
8. ADJUSTMENTS
In the event of a stock split, spin-off, stock dividend, stock combination
or reclassification, recapitalization or merger, change of control, or similar
event, the Committee may adjust appropriately the number or kind of Shares
subject to the Plan and available for or covered by Grants and Share prices
related to outstanding Grants and make such other revisions to outstanding
Grants as it deems are equitably required.
9. CHANGE IN CONTROL
Except as otherwise provided in a Grant Agreement, in the event of a
Change in Control, the Committee in its sole discretion and without liability to
any person may take such actions, if any, as it deems necessary or desirable
with respect to any award granted under the Plan (including, without limitation,
(i) the acceleration of vesting or exercisability of an award, (ii) the
expiration of an award following a Change in Control, (iii) the payment of a
cash amount in exchange for the cancellation of an award which, in the case of
Stock Options may equal the excess, if any, of the fair market value per share
of Common Stock over the option price, and/or (iv) the requiring of the issuance
of substitute awards that will substantially preserve the value, rights and
benefits of any affected awards previously granted hereunder) effective as of
the date of the consummation of the Change in Control.
10. AMENDMENT AND TERMINATION
The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Paragraph 8 or 9 hereof,
no such action shall modify such Grant in a manner adverse to the Participant
without the Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant. The Committee's authority hereunder
shall include, without limitation, amendments to accelerate or waive vesting
periods and to extend the exercisability (including to extend or provide for
post-termination exercisability) of Stock Options or Stock-Based Grants,
provided that such exercisability shall not extend past 10 years from the date
of grant of such Stock Options, Stock-Based Grants or Other Stock-Based Grants.
The Board of Directors may amend, suspend or terminate the Plan except
that no such action, other than an action under Paragraph 8 or 9 hereof, may be
taken which would, without shareholder approval, increase the aggregate number
of Shares available for Grants under the Plan, decrease the price of outstanding
Options or Stock Appreciation Rights, change the requirements relating to the
Committee or extend the term of the Plan.
11. FOREIGN OPTIONS AND RIGHTS
9
The Committee may make Grants to Employees who are subject to the laws of
nations other than the United States, which Grants may have terms and conditions
that differ from the terms thereof as provided elsewhere in the Plan for the
purpose of complying with foreign laws.
12. WITHHOLDING TAXES
The Corporation shall have the right to deduct from any cash payment made
under the Plan any Federal, state or local income or other taxes required by law
to be withheld with respect to such payment. It shall be a condition to the
obligation of the Corporation to deliver shares or pay any cash pursuant to any
Grant that the Participant pay to the Corporation such amount as may be
requested by the Corporation for the purpose of satisfying any liability for
such withholding taxes. Any Grant Agreement may provide that the Participant may
elect, in accordance with any conditions set forth in such Grant Agreement, to
pay a portion or all of such withholding taxes by delivery of in shares of
Common Stock or by having shares of Common Stock withheld by the Corporation
from the shares otherwise to be received. The number of shares so delivered or
withheld shall have an aggregate Fair Market Value sufficient to satisfy the
applicable withholding taxes. The acceptance of any such election by a
Participant shall be at the sole discretion of the Committee, and in the case of
a Participant subject to Section 16 of the Exchange Act, the Corporation may
require that the method of making such payment be in compliance with Section 16
and rules and regulations thereunder.
13. EFFECTIVE DATE AND TERMINATION DATES
The Plan shall be effective on and as of the date of the approval by the
stockholders of the Corporation in its amended and restated form, and shall
terminate ten years later, subject to earlier termination by the Board of
Directors pursuant to Paragraph 10.
10
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of _______________ __, 2001, is made by and
between PRIMEDIA Inc., a Delaware corporation hereinafter referred to as the
"Corporation", and [ ], an employee of the Corporation or an Affiliate of
the Corporation, hereinafter referred to as "Optionee".
WHEREAS, the Corporation wishes to afford the Optionee the
opportunity to purchase shares of its common stock, $.01 par value (the "Common
Stock");
WHEREAS, the Corporation wishes to carry out the Plan (as
hereinafter defined), the terms of which are hereby incorporated by reference
and made a part of this Agreement; and
WHEREAS, the Committee (as defined below) has determined that it
would be to the advantage and best interest of the Corporation and its
stockholders to grant the Option (as hereinafter defined) provided for herein to
the Optionee as an incentive for increased efforts during his term of office
with the Corporation or its Affiliates, and has advised the Corporation thereof
and instructed the undersigned officers to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 - BOARD
"Board" shall mean the Board of Directors of the Corporation.
SECTION 1.2 - CAUSE
"Cause" shall have the same meaning as in the Employment Agreement.
SECTION 1.3 - CHANGE OF CONTROL
"Change of Control" shall mean the occurrence of any one of the
following events:
(a) a transaction or series of related transactions whereby KKR
Associates and/or its affiliates ("KKR") sells or otherwise disposes of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) of securities of the
Corporation representing 35% or more of the combined voting power of all
securities of the Corporation entitled to vote in the election of
directors of the Corporation to any single person or group (within the
meaning of Section 13(d)(3) of the 1934 Act, and the rules and regulations
promulgated thereunder), other than to an Affiliate of KKR, and in
connection with or following such disposition such single
person or group obtains control of a majority of the seats (other than
vacant seats) on the Board;
(b) the Corporation adopts any plan of liquidation providing for the
distribution of all or substantially all of its assets;
(c) all or substantially all of the assets or business of the
Corporation are disposed of pursuant to a merger, consolidation or other
transaction (unless the shareholders of the Corporation immediately prior
to such merger, consolidation or other transaction beneficially own,
directly or indirectly, in substantially the same proportion as they owned
the voting securities of the Corporation, all of the voting securities or
other ownership interests of the entity or entities, if any, that succeed
to the business of the Corporation); or
(d) the Corporation combines with another company and is the
surviving corporation but, immediately after the combination, the
shareholders of the Corporation immediately prior to the combination hold,
directly or indirectly, 50% or less of the voting securities of the
combined company (there being excluded from the number of shares held by
such shareholders, but not from the voting securities of the combined
company, any shares received by Affiliates of such other company in
exchange for stock of such other company).
SECTION 1.4 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
SECTION 1.5 - COMMITTEE
"Committee" shall mean the Compensation Committee of the
Corporation.
SECTION 1.6 - DIMINUTION
"Diminution" shall have the same meaning as in the Employment
Agreement.
SECTION 1.7 - DISABILITY
"Disability" shall have the same meaning as in the Employment
Agreement.
SECTION 1.8 - EMPLOYMENT AGREEMENT
"Employment Agreement" shall mean the employment agreement between
the Corporation and the Optionee dated October 29, 2000.
SECTION 1.9 - GOOD REASON
"Good Reason" shall have the same meaning as in the Employment
Agreement.
SECTION 1.10 - GRANT DATE
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"Grant Date" shall mean the date on which the Option provided for in
this Agreement was granted.
SECTION 1.11 - PLAN
"Plan" shall mean the 2001 PRIMEDIA Inc. Stock Incentive Plan.
SECTION 1.12 - RETIREMENT
"Retirement" shall mean retirement at age 65 or over (or such other
earlier date as the Committee may approve) after having been employed by the
Corporation or any Subsidiary or Affiliate for at least three years after the
Grant Date.
SECTION 1.13 - SECRETARY
"Secretary" shall mean the Secretary of the Corporation.
ARTICLE II
GRANT OF OPTION
SECTION 2.1 - GRANT OF OPTION
For good and valuable consideration, on and as of the date hereof,
the Corporation irrevocable grants to the Optionee an Option to purchase [____]
shares of Common Stock upon the terms and condition set forth in this Agreement.
SECTION 2.2 - EXERCISE PRICE
Subject to Section 2.4, the exercise price of the shares of Common
Stock covered by the Option shall be $[ ] per share.
SECTION 2.3 - CONTINUED EMPLOYMENT
Nothing in which Agreement or in the Plan shall confer upon the
Optionee any right to continue in the employ of the Corporation or any
Subsidiary or Affiliate or shall interfere with or restrict in any way the
rights of the Corporation and its Subsidiaries or Affiliates, which are hereby
expressly reserved, to terminate the employment of the Optionee at any time for
any reason whatsoever, with or without Cause.
SECTION 2.4 - ADJUSTMENTS IN OPTION PURSUANT TO MERGER, CONSOLIDATION, ETC.
Subject to Section 8 of the Plan, in the event that the outstanding
shares of the stock subject to an Option are, from time to time, changed into or
exchanged for a different number of kind of shares of the Corporation or other
securities by reason of a merger, consolidation, recapitalization,
reclassification, change of control, stock split, stock dividend, combination of
shares, or otherwise, the Committee shall make an appropriate and equitable
adjustment in the number of kind of shares or securities and/or the amount of
consideration as to which or for which, as the case may be, such Option, or
portions thereof then unexercised, shall
3
be exercisable. Any such adjustment made by the Committee shall be final and
binding upon the Optionee, the Corporation and all other interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY
(a) The Option granted hereby shall become exercisable with respect
to 25% of the Shares subject to the Option on and after the first
anniversary of the Grant Date. The Option shall become exercisable with
respect to an additional 25% of the Shares subject to the Option on each
anniversary thereafter.
(b) Notwithstanding the foregoing, the Option shall become
immediately exercisable (A) as to 100% of the shares of Common Stock
subject to such Option upon the Optionee's termination of employment (i)
by the Corporation without Cause, (ii) due to the Optionee's death or
Disability or (iii) due to the Optionee's resignation with Good Reason
(but only to the extent such option has not otherwise terminated or become
exercisable) and (B) as to 50% of the shares of Common Stock subject to
such option that have not otherwise become exercisable upon a termination
of employment by the Optionee due to a Diminution (but only to the extent
such option ahs not otherwise been terminated). Upon any other termination
of employment, no Option shall become exercisable as to any additional
shares of Common Stock. Any option which is non-exercisable as of the
Optionee's termination of employment shall be immediately canceled.
(c) Notwithstanding the foregoing, the Option shall become
immediately exercisable as to 100% of the shares of Common Stock subject
to such option immediately prior to a Change of Control (but only to the
extent such option has not otherwise terminated or become exercisable).
SECTION 3.2 - EXPIRATION OF OPTION
Except as otherwise provided in this Agreement, the Option may not
be exercised to any extent by the Optionee after the first to occur of the
following events:
(a) the tenth anniversary of the Grant Date; or
(b) the first anniversary of the date of the Optionee's termination
of employment by reason of death, Disability or Retirement; or
(c) the 90th business day after termination of employment of the
Optionee for any reason other than for Cause, death, Disability or
Retirement; or
(d) the date of an Optionee's termination of employment by the
Corporation for Cause; or
4
(e) if the Committee so determines pursuant to Section 9 of the
Plan, the effective date of either the merger or consolidation of the
Corporation into another Corporation, or the exchange or acquisition by
another corporation of all or substantially all of the Corporation's
assets or 80% or more of its then outstanding voting stock, or the
recapitalization, reclassification, liquidation or dissolution of the
Corporation. At least ten (10) days prior to the effective date of such
merger, consolidation, exchange, acquisition, recapitalization,
reclassification, liquidation or dissolution, the Committee shall give the
Employee notice of such event if the Option has then neither been fully
exercised nor becomes unexercisable under this Section 3.2.
ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE
During the lifetime of the Optionee, only he may exercise an Option
or any portion thereof. After the death of the Optionee, any exercisable portion
of an Option may, prior to the time when an Option becomes unexercisable under
Section 3.2, be exercised by his personal representative or by any person
empowered to do so under the Optionee's will or under the then applicable laws
of descent and distribution.
SECTION 4.2 - PARTIAL EXERCISE
Any exercisable portion of an Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
3.2; PROVIDED, HOWEVER, that any partial exercise shall be for whole shares of
Common Stock only.
SECTION 4.3 - MANNER OF EXERCISE
The Option, or any exercisable portion thereof, may be exercised
solely be delivering to the Secretary or his office all of the following prior
to the time when the Option or such portion becomes unexercisable under Section
3.2:
(a) notice in writing signed by the Optionee or the other person
then entitled to exercise the Option or portion thereof, stating that the
Option or portion thereof is thereby exercised, such notice complying with
all applicable rules established by the Committee;
(b) full payment (in cash, by check or by a combination thereof) of
the Option Price for the shares with respect to which such Option or
portion thereof is exercised;
(c) a bona fide written representation and agreement, in a form
satisfactory to the Committee, signed by the Optionee or other person then
entitled to exercise such Option or portion thereof, stating that the
shares or stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or
any of them except as may be permitted under the Securities Act of 1933,
as amended (the "Act"), and then applicable rules and regulations
thereunder, and that the Optionee or other person then entitled to
exercise such Option or portion thereof will indemnify the
5
Corporation against and hold it free and harmless from any loss, damage,
expense or liability resulting to the Corporation if any sale or
distribution o the shares by such person in contrary to the representation
and agreement referred to above; PROVIDED, HOWEVER, that the Committee
may, in its absolute discretion, take whatever addition actions it deems
appropriate to ensure the observance and performance of such
representation and agreement and to effect compliance with the Act and any
other federal or state securities laws or regulations;
(d) full payment to the Corporation of all amounts which, under
federal, state or local law, it is required to withhold upon exercise of
the Option; and
(e) in the event the Option or portion thereof shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the
Option.
Without limiting the generality of the foregoing, the Committee may
require an opinion of counsel acceptable to it to the effect that any subsequent
transfer of shares acquired on exercise of an Option does not violate the Act,
and may issue stop-transfer orders covering such shares. The written
representation and agreement referred to in subsection (c) above shall, however,
not be required if the shares to be issued pursuant to such exercise have been
registered under the Act, and such registration is then effective in respect of
such shares. Share certificates evidencing stock issued on exercise of this
Option shall bear an appropriate legend referring to the provisions of
subsection (c) above and the agreements herein.
SECTION 4.4 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES
The shares of stock deliverable upon the exercise of the Option, or
any portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Corporation. Such shares
shall be fully paid and nonassessable. The Corporation shall not be required to
issue or deliver any certificate or certificates for shares of stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
(a) the obtaining of approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and
(b) the lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time establish
for reasons of administrative convenience.
SECTION 4.5 - RIGHTS AS STOCKHOLDER
The holder of the Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Corporation in respect of any shares
purchasable upon the exercise of the Option or any portion thereof unless and
until certificates representing such shares shall have been issued by the
Corporation to such holder.
6
ARTICLE V
MISCELLANEOUS
SECTION 5.1 - ADMINISTRATION
The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
applicable of the Plan as are consistent therewith and to interpret or revoke
any such rules. All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Optionee, the
Corporation and all other interested person. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Option. In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and
duties of the Committee under the Plan and Agreement.
SECTION 5.2 - OPTION NOT TRANSFERABLE
Except as otherwise provided by the Committee, neither the Option
nor any interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Optionee or his successors in interest or shall
be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect; PROVIDED,
HOWEVER, that this Section 5.2 shall not prevent transfers made by will or by
the applicable laws of descent and distribution.
SECTION 5.3 - SHARES TO BE RESERVED
The Corporation shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
SECTION 5.4 - NOTICES
Any notice to be given under the terms of this Agreement to the
Corporation shall be addressed to the Corporation in case of its Secretary, and
any notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Corporation of
his status and address by written notice under this Section 5.4. Any notice
shall have been deemed duly given when enclosed in a properly sealed envelope or
wrapper addressed as aforesaid, deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United States Postal
Service.
SECTION 5.5 - TITLES
Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.
7
SECTION 5.6 - APPLICABILITY OF PLAN
The Option and the shares of Common stock issued to the Optionee
upon exercise of the Option shall be subject to all of the terms and provisions
of the Plan. In the event of any conflict between this Agreement and the Plan,
the terms of the Plan shall control.
SECTION 5.7 - AMENDMENT
This Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.
SECTION 5.8 - GOVERNING LAW
The laws of the State of Delaware (or if the Corporation
reincorporates in another state, the laws of that state) shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
SECTION 5.9 - JURISDICTION
Any suit, action or proceedings against the Optionee with respect to
this Agreement, or any judgment entered by any court in respect of any thereof,
may be brought in any court of competent jurisdiction in the State of Delaware
(or if the Corporation reincorporates in another state, in that state), as the
Corporation may elect in its sole discretion, and the Optionee hereby submits to
the non-exclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment. The Optionee hereby irrevocably waives any
objections which he may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought
in any court of competent jurisdiction in the State of Delaware (or if the
Corporation reincorporates in another sate, in that state), and hereby further
irrevocably waives any claim that any such suit, action or proceedings brought
in any such court has been brought in any inconvenient forum. No suit, action or
proceedings against the Corporation with respect to this Agreement may be
brought in any court, domestic or foreign, or before any similar domestic or
foreign authority other than in a court of competent jurisdiction in the State
of Delaware (or if the Corporation reincorporates in another state, in that
state), and the Optionee hereby irrevocably waives any right which he may
otherwise have had to bring such an action in any other court, domestic or
foreign, or before nay similar domestic or foreign authority. The Corporation
hereby submits to the jurisdiction of such courts for the purpose of any such
suit, action or proceeding.
8
IN WITNESS WHEREOF, this Agreement has been executed and delivered
by the parties hereto.
THIS AGREEMENT (the "Agreement"), dated as of [ ],
2001, (the "Grant Date") between PRIMEDIA, INC., a Delaware corporation (the
"Company"), and [ ] (the "Participant").
WHEREAS, the Company has adopted the PRIMEDIA 2001 Stock Incentive
Plan (the "Plan"), which Plan as it may be amended from time to time is
incorporated herein by reference and made a part of this Agreement;
WHEREAS, the Compensation Committee of the Board of Directors has
determined that it would be in the best interests of the Company and its
stockholders to grant the restricted stock award provided for herein (the
"Restricted Stock Award") to the Participant pursuant to the Plan and the terms
set forth herein;
WHEREAS, the Company and the Participant have entered into an
employment agreement dated October 29, 2000 (the "Employment Agreement"); and
WHEREAS, the Employment Agreement provides for the grant of
restricted stock to the Participant;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. GRANT OF THE RESTRICTED SHARES. Subject to the terms and
conditions of the Plan, and the additional terms and conditions set forth in
this Agreement, the Company hereby grants to the Participant a Restricted Stock
Award consisting of [ ] shares of Common Stock (the "Restricted Shares"), in
consideration of the Participant's payment of the par value of $.01 per share of
Common Stock, for a total payment of $[ ]. The Restricted Shares shall vest and
become nonforfeitable in accordance with Section 2 hereof. Any capitalized terms
not otherwise defined herein shall have the meanings set forth in the Employment
Agreement or the Plan.
2. VESTING
(a) Subject to the Participant's continued employment with the
Company and the terms of this Agreement, the Restricted Shares shall vest and
become nonforfeitable, with respect to twenty-five percent (25%) of the
Restricted Shares initially granted hereunder on the first anniversary of the
Grant Date, and with respect to an additional 25% of the Restricted Shares on
each of the second, third and fourth anniversaries thereof. Notwithstanding the
foregoing, in the event the above vesting schedule results in the vesting of any
fractional Shares, such fractional Shares shall not be deemed vested hereunder
but shall vest and become nonforfeitable when such fractional Shares aggregate
whole Shares.
(b) If the Participant's employment with the Company is terminated
for any reason, the Restricted Shares shall, to the extent not then vested, be
forfeited by the Participant without consideration; PROVIDED, HOWEVER, that if
the Participant is terminated (i) by the Company without Cause (as defined in
the Employment Agreement), (ii) by the Participant with Good Reason (as defined
in the Employment Agreement) or (iii) due to the Participant's death or
Disability (as defined in the Employment Agreement), all Restricted Shares, to
the extent not then vested, shall become immediately vested and nonforfeitable;
PROVIDED, FURTHER, that if the Participant resigns due to a Diminution (as
defined in the Employment Agreement), fifty percent of the Restricted Shares
that were not vested as of the date of termination shall become immediately
vested and nonforfeitable.
(c) Notwithstanding any other provision of this Agreement to the
contrary, in the event of a Change of Control, the Restricted Shares shall, to
the extent not then vested and not previously forfeited, immediately become
fully vested and nonforfeitable.
3. CERTIFICATES. Certificates evidencing the Restricted Shares
shall be issued by the Company and shall be registered in the Participant's name
on the stock transfer books of the Company promptly after the date hereof, but
shall remain in the physical custody of the Company or its designee at all times
prior to the vesting of such Restricted Shares pursuant to Section 2. The
Participant hereby acknowledges and agrees that the Company shall retain custody
of such certificate or certificates until the restrictions imposed by Section 2
on the Common Stock granted hereunder lapse. As a condition to the receipt of
this Restricted Stock Award, the Participant shall deliver to the Company a
stock power or powers, duly endorsed in blank, relating to the Restricted
Shares. No certificates shall be issued for fractional Shares.
4. RIGHTS AS A STOCKHOLDER. The Participant shall be the record
owner of the Restricted Shares until or unless such Shares are forfeited
pursuant to Section 2 hereof and as record owner shall be entitled to all rights
of a common stockholder of the Company, including, without limitation, voting
rights with respect to the Restricted Shares; PROVIDED that (i) any cash or
in-kind dividends paid with respect to the Restricted Shares which have not
previously vested shall be withheld by the Company and shall be paid to the
Participant only when, and if, such Restricted Shares shall become fully vested
pursuant to Section 2 and (ii) the Restricted Shares shall be subject to the
limitations on transfer and encumbrance set forth in Section 6. As soon as
practicable following the vesting of any Restricted Shares pursuant to Section
2, certificates for the Restricted Shares which shall have vested shall be
delivered to the Participant or to the Participant's legal guardian or
representative along with the stock powers relating thereto.
5. LEGEND ON CERTIFICATES. The certificates representing the
unvested Restricted Shares shall bear a legend stating that the Restricted
Shares are subject to the provisions of this Agreement and shall be subject to
such stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which such
Shares are listed, and any applicable Federal or state laws, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
6. TRANSFERABILITY. The Restricted Shares may not, at any time
prior to becoming vested pursuant to Section 2, be transferred, sold, assigned,
pledged, hypothecated or otherwise disposed of unless such transfer, sale,
assignment, pledge, hypothecation or other disposition complies with the
provisions of this Agreement or the Plan.
7. PURCHASER'S EMPLOYMENT BY THE COMPANY. Subject to the terms of
the Employment Agreement, nothing contained in this Agreement (i) obligates the
Company or any subsidiary of the Company to employ the Participant in any
capacity whatsoever or (ii) prohibits or restricts the Company (or any such
subsidiary) from terminating the employment of the Participant at any time or
for any reason whatsoever, with or without Cause, and the Participant hereby
acknowledges and agrees that, except as otherwise provided in the Employment
Agreement, neither the Company nor any other person has made any representations
or promises whatsoever to the Participant concerning the Participant's
employment or continued employment by the Company or any subsidiary of the
Company.
8. CHANGE IN CAPITALIZATION. If, prior to the time the
restrictions imposed by Section 2 on the Restricted Shares granted hereunder
lapse, the Company shall be reorganized, or consolidated or merged with another
corporation or any similar event, any stock, securities or other property
exchangeable for such Restricted Shares, or received in connection with such
Shares, pursuant to such reorganization, consolidation, merger or other similar
event shall be deposited with the Company and shall become subject to the
restrictions and conditions of this Agreement to the same extent as if it had
been the original property granted hereby.
9. WITHHOLDING. It shall be a condition of the obligation of the
Company upon delivery of Restricted Shares to the Participant that the
Participant pay to the Company such amount as may be requested by the Company
for the purpose of satisfying any liability for any Federal, state or local
income or other taxes required by law to be withheld with respect to such
Restricted Shares, including the payment to the Company upon the vesting of the
Restricted Shares (or such earlier or later date as may be applicable under
Section 83 of the Code) or other settlement in respect of the Restricted Shares
of all such taxes. The Company shall be authorized to take such action as may be
necessary in the opinion of the Company's counsel (including, without
limitation, withholding vested Restricted Shares otherwise deliverable to
Participant hereunder and/or withholding amounts from any compensation or other
amount owing from the Company to the Participant) to satisfy all obligations for
the payment of any such taxes. The Participant is hereby advised to seek his own
tax counsel regarding the taxation of the grant of Restricted Shares made
hereunder.
10. SECURITIES LAWS. Upon the vesting of any Restricted Shares,
the Company may require the Participant to make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement and appropriate legends may be placed on the certificates. The
granting of the Restricted Shares hereunder shall be subject to all applicable
laws, rules and regulations and to such approvals of any governmental agencies
as may be required and appropriate legends may be placed on the certificates.
11. NOTICES. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
General Counsel, and any notice to be given to the Participant shall be
addressed to him at the address given beneath his signature hereto. By a notice
given pursuant to this Section 11, either party may hereafter designate a
different address for notices to be given to him. Any notice which is required
to be given to the Participant shall, if the Participant is then deceased, be
given to the Participant's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 11. Any notice shall have been deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.
12. GOVERNING LAW. The laws of the State of Delaware (or if the
Company reincorporates in another state, the laws of that state) shall govern
the interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
13. RESTRICTED STOCK AWARD SUBJECT TO THE EMPLOYMENT AGREEMENT AND
PLAN. The Restricted Stock Award shall be subject to all terms and provisions of
the Plan and the Employment Agreement, to the extent applicable to the
Restricted Shares. In the event of any conflict between this Agreement and the
Plan, the terms of the Plan shall control. In the event of any conflict among
this Agreement, the Plan and the Employment Agreement, the terms of the
Employment Agreement shall control.
14. SIGNATURE IN COUNTERPARTS. This Agreement may be signed
in counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
PRIMEDIA, INC.
By: ___________________
Its:
Participant
Exhibit 21
List of Subsidiaries of PRIMEDIA
STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
NAME ORGANIZATION
------------------------------------------------------ ------------------------
Abracadabra Acquisition Corporation Delaware
Adams/Intertec International, Inc. Delaware
Adams/Laux Company, Inc. Delaware
AgriClick LLC Delaware
American Heat Video Productions, Inc. Missouri
The Apartment Guide of Nashville, Inc. Tennessee
Bacon's Information, Inc. Delaware
Bankers Consulting Company Missouri
Bowhunter Magazine, Inc. Pennsylvania
Calibre Press, Inc. Illinois
Cambridge Research Group, Ltd. West Virginia
Canadian Red Book, Inc. Canada
Canoe and Kayak, Inc. Delaware
Cardinal Business Media, Inc. Delaware
Cardinal Business Media Holdings, Inc. Delaware
Channel One Communications Corp. Delaware
Channel One Communications Interactive Inc. Delaware
Climbing, Inc. Delaware
CommCorp. LLC California
Communications Concepts, Inc. d/b/a Illustrated Nevada
Graphics Communications
ConsumerClick Corp. Delaware
Cover Concepts Marketing Services, LLC Delaware
Cowles History Group, Inc. Virginia
Creative Technologies LLC Delaware
STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
NAME ORGANIZATION
------------------------------------------------------ ------------------------
CSK Publishing Company, Inc. Delaware
Cumberland Publishing, Inc. Maryland
Digibid LLC Delaware
Electrical Construction LLC Delaware
Films for the Humanities & Sciences, Inc. Delaware
Game and Fish Merger Subsidiary, Inc. Georgia
Go Lo Entertainment, Inc. California
GR8RIDE.com Delaware
Guias do Brasil, Ltda. Brazil
Guinn Communications, Inc. Tennessee
Haas Publishing Companies, Inc. Delaware
Horse & Rider, Inc. California
HPC Brazil, Inc. Delaware
HPC do Brasil Ltda. Brazil
HPC Interactive Inc. Delaware
HPC Interactive, LLC Delaware
IndustryClick Corp. Delaware
Industrial Training Systems Corporation New Jersey
Intellichoice, Inc. California
Intertec Publishing Corporation Delaware
Intertec Publishing (UK) Limited United Kingdom
Kagan Asia Media Ltd. England and Wales
Kagan Media Appraisals, Inc. California
Kagan Seminars, Inc. California
Kagan World Media Inc. Delaware
Kagan World Media Limited England and Wales
Kit Planes Acquisition Company Delaware
STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
NAME ORGANIZATION
------------------------------------------------------ ------------------------
Law Enforcement Television Network, Inc. Texas
Little Rock Apartment Guide, Inc. Arkansas
Lockert Jackson & Associates Washington
Low Rider Publishing Group, Inc. California
Maddux Publishing, Inc. Florida
MarketingClick LLC Delaware
McMullen Argus Publishing, Inc. California
MediaCentral LLC Delaware
The Memphis Apartment Guide, Inc. Tennessee
Meridian Education Corporation Illinois
Metro New York LLC Delaware
Miramar Communications, Inc. California
PKA Acquisition Corp. Delaware
Plaza Communications, Inc. California
PRIMEDIA Digital Video LLC Delaware
PRIMEDIA Enterprises, Inc. Delaware
PRIMEDIA Enthusiast Publications Inc. Pennsylvania
PRIMEDIA Holdings III, Inc. Delaware
PRIMEDIA Information, Inc. Delaware
PRIMEDIA International Inc. Delaware
PRIMEDIA Magazine Finance, Inc. Delaware
PRIMEDIA Magazines, Inc. Delaware
PRIMEDIANet Inc. Delaware
PRIMEDIA Special Interest Publications Delaware
PRIMEDIA TeenClick Corp. Delaware
PRIMEDIA Ventures, Inc. Delaware
PRIMEDIA Workplace Learning LLC Delaware
STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
NAME ORGANIZATION
------------------------------------------------------ ------------------------
PRIMEDIA Workplace Learning LP Delaware
Princeton/American Communications Co. New Jersey
Qwiz, Inc. Delaware
Qwiz (UK) Ltd. United Kingdom
RetailVision, Inc. Delaware
Simba Information, Inc. Connecticut
Symbol of Excellence Publishers, Inc. Alabama
TelecomClick LLC Delaware
TI-IN Acquisition Corporation Texas
TSECRP, Inc. California
Virtual Flyshop, Inc. Colorado
Wescott Communications Michigan, Inc. Michigan
Wescott ECI, Inc. Texas
Wescott PRIMEDIA Limited United Kingdom
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 of
Registration Statement No. 333-51432 of PRIMEDIA Inc. on Form S-4 of our reports
dated February 2, 2000 (which report on the consolidated financial statements
expresses an unqualified opinion and includes an explanatory paragraph referring
to PRIMEDIA's change in 1998 in the method of accounting for internal use
software costs to conform with Statement of Position 98-1 "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" of the
American Institute of Certified Public Accountants), appearing in the Annual
Report on Form 10-K of PRIMEDIA Inc. for the year ended December 31, 1999 and to
the reference to us under the heading "Experts" in such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
January 12, 2001
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
About.com, Inc.:
We consent to the incorporation by reference in this Amendment No. 1 of
Registration Statement No. 333-51432 of PRIMEDIA Inc. on Form S-4 of our report
dated January 24, 2000, relating to the consolidated balance sheets of
About.com, Inc. and subsidiaries as of December 31, 1998 and 1999, and the
related consolidated statements of operations, stockholders' (deficit) equity
and cash flows for each of the years in the three-year period ended
December 31, 1999, and financial statement schedule, which report appears in the
December 31, 1999 annual report on Form 10-K of About.com, Inc., and to the
reference to our firm under the headings "Change in Independent Public
Accountants" and "Experts" in this registration statement.
CONSENT OF DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
We hereby consent to (i) the inclusion of our opinion letter, dated
October 29, 2000, to the Board of Directors of About.com, Inc. ("About") as
Annex C to the Joint Proxy Statement-Consent Solicitation-Prospectus of
PRIMEDIA Inc. ("PRIMEDIA") and About relating to the proposed merger between
About and a wholly owned subsidiary of PRIMEDIA and (ii) all references to DLJ
in the sections captioned "Summary--Opinions of Financial Advisors", "The
Merger--Background of the Merger", "The Merger--About's Reasons for the Merger;
Recommendation of About's Board of Directors" and "The Merger--Opinion of
Donaldson, Lufkin & Jenrette Securities Corporation" in the Joint Proxy
Statement-Consent Solicitation-Prospectus of PRIMEDIA and About which forms a
part of this Registration Statement on Form S-4. In giving such consent, we do
not admit that we come within the category of persons whose consent is required
under, and we do not admit that we are "experts" for purposes of, the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ JONATHAN TURNER
-----------------------------------------
Jonathan Turner
Vice President
New York, New York
January 17, 2001
Exhibit 99.8
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of January 16, 2001, to the Employment Agreement (the
"AGREEMENT"), dated as of October 29, 2000, by and between PRIMEDIA, Inc.,
About.com, Inc. and Scott Kurnit:
1. Section 4 of the Agreement is hereby amended to read in its
entirety as follows:
"4. BONUS
a. SIGN-ON BONUS. As soon as practicable following the
Commencement Date, the Executive shall receive a Sign-On Bonus
equal to $36,483.
b. ANNUAL BONUS. With respect to each calendar year during the
Employment Term, Executive shall be eligible to earn an annual bonus
award (an "Annual Bonus") in such amount, as determined in the sole
discretion of the CEO based upon the achievement of performance
goals established by the CEO within the first three months of each
calendar year during the Employment Term, provided that the minimum
bonus for any calendar year during the Term shall be $1,650,000 (the
"Minimum Bonus"). Any bonus shall be prorated for any partial
calendar year based on the number of days in such calendar year in
which Executive performed services divided by 365. Such Annual Bonus
shall be paid no later than March 31 of the year following the end
of the measuring calendar year."
2. Section 5(b) of the Agreement is hereby amended to read in its
entirety as follows:
"b. RESTRICTED SHARES. As of the Commencement Date, Executive shall
be granted 2,211,100 shares of restricted stock of the Parent (the
"Restricted Shares") pursuant to the Plan. The Restricted Shares
shall vest, subject to Executive's continued employment with the
Company or an affiliate, with respect to twenty-five percent (25%)
of the Restricted Shares on the first anniversary of the
Commencement Date and with respect to an additional twenty-five
percent (25%) of the Restricted Shares on each anniversary
thereafter, so that the Restricted Shares would become fully vested
on the fourth anniversary of the Commencement Date."
3. Section 8(b)(iv)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) All Options and Restricted Shares not yet vested shall be fully
vested."
4. Section 8(c)(ii)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) One-half of all Options and one-half of all Restricted
Shares not yet vested shall be fully vested,"
5. Section 9(c)(i)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) all Options and Restricted Shares not vested shall become fully
vested."
6. As amended hereby, the Agreement shall continue in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have here unto set in their hands
and seal as of the day and year first above written.
PRIMEDIA, Inc.
By /s/ BEVERLY CHELL
---------------------------------
Title Vice Chairman
About.com, Inc.
By /s/ SCOTT KURNIT
---------------------------------
Title Chairman and Chief Executive
Officer
/s/ SCOTT KURNIT
------------------------------
Scott Kurnit
Exhibit 99.9
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of January 16, 2001, to the Employment Agreement (the
"AGREEMENT"), dated as of October 29, 2000, by and between PRIMEDIA, Inc.,
About.com, Inc. and William Day:
1. Section 4 of the Agreement is hereby amended to read in its
entirety as follows:
"4. BONUS
a. SIGN-ON BONUS. As soon as practicable following the
Commencement Date, the Executive shall receive a Sign-On Bonus
equal to $12,282.
b. ANNUAL BONUS. With respect to each calendar year during the
Employment Term, Executive shall be eligible to earn an annual bonus
award (an "Annual Bonus") in such amount, as determined in the sole
discretion of the CEO based upon the achievement of performance
goals established by the CEO within the first three months of each
calendar year during the Employment Term, provided that the minimum
bonus for any calendar year during the Term shall be $650,000 (the
"Minimum Bonus"). Any bonus shall be prorated for any partial
calendar year based on the number of days in such calendar year in
which Executive performed services divided by 365. Such Annual Bonus
shall be paid no later than March 31 of the year following the end
of the measuring calendar year."
2. Section 5(b) of the Agreement is hereby amended to read in its
entirety as follows:
"b. RESTRICTED SHARES. As of the Commencement Date, Executive shall
be granted 744,350 shares of restricted stock of the Parent (the
"Restricted Shares") pursuant to the Plan. The Restricted Shares
shall vest, subject to Executive's continued employment with the
Company or an affiliate, with respect to twenty-five percent (25%)
of the Restricted Shares on the first anniversary of the
Commencement Date and with respect to an additional twenty-five
percent (25%) of the Restricted Shares on each anniversary
thereafter, so that the Restricted Shares would become fully vested
on the fourth anniversary of the Commencement Date."
3. Section 8(b)(iv)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) All Options and Restricted Shares not yet vested shall be fully
vested."
4. Section 8(c)(ii)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) One-half of all Options and one-half of all Restricted Shares
not yet vested shall be fully vested,"
5. Section 9(c)(i)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) all Options and Restricted Shares not vested shall become fully
vested."
6. As amended hereby, the Agreement shall continue in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have here unto set in their hands
and seal as of the day and year first above written.
PRIMEDIA, Inc.
By /s/ BEVERLY CHELL
---------------------------------
Title Vice Chairman
About.com, Inc.
By /s/ SCOTT KURNIT
---------------------------------
Title Chairman and Chief Executive
Officer
/s/ WILLIAM DAY
------------------------------
William Day
Exhibit 99.10
ABOUT.COM, INC.
FORM OF PROXY FOR SPECIAL MEETING OF STOCKHOLDERS - FEBRUARY 20, 2001
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY)
The undersigned stockholder of About.com, Inc. hereby appoints Scott P.
Kurnit and Todd B. Sloan, and each of them, with full power of substitution,
proxies to vote the shares of stock which the undersigned could vote if
personally present at the Special Meeting of Stockholders of About.com, Inc. to
be held at the Hotel Intercontinental, 111 East 48th Street, New York, New York
10017 on February 20, 2001 at 10:00 a.m. (New York time).
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
ABOUT.COM, INC.
FEBRUARY 20, 2001
v Please Detach and Mail in the Envelope Provided v
A |X| Please mark your
votes as in this
example.
FOR AGAINST ABSTAIN
1. ADOPTION OF |_| |_| |_|
MERGER AGREEMENT
Proposal to adopt the agreement and
plan of merger by and among
About.com, Inc. ("About"), PRIMEDIA
Inc. ("PRIMEDIA") and Abracadabra
Acquisition Corporation
("Abracadabra"), a newly-formed and
wholly-owned subsidiary of PRIMEDIA,
pursuant to which Abracadabra will
merge with and into About, such that
About will become a wholly-owned
subsidiary of PRIMEDIA.
2. IN THEIR DISCRETION UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING
UNLESS OTHERWISE SPECIFIED, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2 AS
SET FORTH IN THE JOINT PROXY STATEMENT
- CONSENT SOLICITATION - PROSPECTUS.
Signature(s) of Stockholder_______________________________________
Printed Name(s) of Stockholder_________________Dated:_____________
Note: Please date and sign exactly as your name appears on the envelope in which
this material was mailed. If shares are held jointly, each stockholder should
sign. Executors, administrators, trustees, etc. should use full title and, if
more than one, all should sign. If the stockholder is a corporation, please sign
full corporate name by an authorized officer. If the stockholder is a
partnership, please sign full partnership name by an authorized
person.
SPECIAL MEETING OF STOCKHOLDERS OF
ABOUT.COM, INC.
FEBRUARY 20, 2001
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.
TO VOTE BY INTERNET
PLEASE ACCESS THE WEB PAGE AT "www.voteproxy.com" AND FOLLOW THE ON-SCREEN
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB PAGE.
YOUR CONTROL NUMBER IS --
v Please Detach and Mail in the Envelope Provided v
A |X| Please mark your
votes as in this
example.
FOR AGAINST ABSTAIN
1. ADOPTION OF |_| |_| |_|
MERGER AGREEMENT
Proposal to adopt the agreement and
plan of merger by and among
About.com, Inc. ("About"), PRIMEDIA
Inc. ("PRIMEDIA") and Abracadabra
Acquisition Corporation
("Abracadabra"), a newly-formed and
wholly-owned subsidiary of PRIMEDIA,
pursuant to which Abracadabra will
merge with and into About, such that
About will become a wholly-owned
subsidiary of PRIMEDIA.
2. IN THEIR DISCRETION UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING
UNLESS OTHERWISE SPECIFIED, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2 AS
SET FORTH IN THE JOINT PROXY STATEMENT
- CONSENT SOLICITATION - PROSPECTUS.
Signature(s) of Stockholder_______________________________________
Printed Name(s) of Stockholder_________________Dated:_____________
Note: Please date and sign exactly as your name appears on the envelope in which
this material was mailed. If shares are held jointly, each stockholder should
sign. Executors, administrators, trustees, etc. should use full title and, if
more than one, all should sign. If the stockholder is a corporation, please sign
full corporate name by an authorized officer. If the stockholder is a
partnership, please sign full partnership name by an authorized
person.
Exhibit 99-11
PRIMEDIA INC.
FORM OF WRITTEN CONSENT OF STOCKHOLDERS
THE INFORMATION AGENT IS:
[GEORGESON SHAREHOLDER COMMUNICATIONS INC. LOGO]
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers (212) 440-9800
All others (800) 223-2064
This consent solicitation is being made by PRIMEDIA as described in the
accompanying joint proxy statement-consent solicitation-prospectus. Only
stockholders of record (or their respective legal representatives) as of
November 9, 2000 may execute consents.
STOCKHOLDERS AS OF NOVEMBER 9, 2000 WHO WISH TO CONSENT SHOULD MAIL, HAND
DELIVER OR SEND BY OVERNIGHT COURIER THEIR PROPERLY COMPLETED AND EXECUTED
CONSENT LETTERS TO THE INFORMATION AGENT AT THE ADDRESS SET FORTH ABOVE ON OR
PRIOR TO FEBRUARY 20, 2001 IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN.
By execution hereof, the undersigned acknowledge(s) receipt of the joint proxy
statement-consent solicitation-prospectus. The undersigned hereby take(s) the
action with respect to the proposed issuance of PRIMEDIA common stock in
connection with the merger agreement between PRIMEDIA and About, pursuant to
which a newly formed, wholly owned subsidiary of PRIMEDIA will merge with About
as described in the accompanying joint proxy-statement consent
solicitation-prospectus. The undersigned hereby represent(s) and warrant(s) that
the undersigned has/have full power and authority to execute the consent
contained herein. The undersigned will, upon request, execute and deliver any
additional documents deemed by PRIMEDIA to be necessary or desirable to perfect
such consent or evidence such power and authority.
Please indicate by marking the appropriate box on the reverse of this consent
letter whether you wish to "CONSENT" or "DO NOT CONSENT" to the issuance of the
PRIMEDIA common stock. IF NEITHER OF THE BOXES IS MARKED, BUT THIS CONSENT
LETTER IS OTHERWISE PROPERLY COMPLETED AND SIGNED, YOU WILL BE DEEMED TO HAVE
CONSENTED TO THE ISSUANCE OF THE PRIMEDIA COMMON STOCK. Please sign your name(s)
and fill in the date below to evidence your vote on the issuance of the PRIMEDIA
common stock and to evidence the appointment of Beverly C. Chell, Vice Chairman
and Secretary of PRIMEDIA, as your agent and attorney-in-fact in connection with
this consent letter. The undersigned acknowledge(s) that the undersigned must
comply with the other provisions of this consent letter, and complete the other
information required herein, to validly consent to the issuance of the PRIMEDIA
common stock as described above.
PRIMEDIA INC.
WRITTEN CONSENT OF STOCKHOLDERS
THE INFORMATION AGENT IS:
[GEORGESON SHAREHOLDER COMMUNICATIONS INC. LOGO]
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers (212) 440-9800
All others (800) 223-2064
THE UNDERSIGNED UNDERSTAND(S) THAT CONSENTS DELIVERED PURSUANT TO THE
INSTRUCTIONS HERETO WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE UNDERSIGNED
AND PRIMEDIA UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE JOINT PROXY
STATEMENT-CONSENT SOLICITATION-PROSPECTUS.
ALL AUTHORITY CONFERRED OR AGREED TO BE CONFERRED BY THIS CONSENT LETTER SHALL
SURVIVE THE DEATH, INCAPACITY, DISSOLUTION OR LIQUIDATION OF THE UNDERSIGNED AND
EVERY OBLIGATION OF THE UNDERSIGNED UNDER THIS CONSENT LETTER SHALL BE BINDING
UPON THE UNDERSIGNED'S HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
With respect to the issuance of the PRIMEDIA common stock in connection with the
merger agreement as described in the joint proxy statement-consent
solicitation-prospectus, the undersigned hereby:
CONSENT(S) DO(ES) NOT CONSENT
/ / / /
Dated: _____________________________,2001
Signatures: _____________________________
NOTE: This consent letter must be
executed by the stockholder(s) in
exactly the same manner as the
name(s) of such stockholder(s)
appear(s) in the records of
PRIMEDIA. If signature is 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 and must submit proper
evidence satisfactory to PRIMEDIA
of such person's authority so to act.
EXHIBIT 99.12
AMENDMENT NO. 1 TO LOCK-UP AGREEMENT
AMENDMENT No. 1, dated as of January 16, 2001 ("AMENDMENT NO. 1"), with
respect to that certain Lock-up Agreement, dated as of October 29, 2000 (the
"AGREEMENT"), between Scott Kurnit ("SHAREHOLDER") and PRIMEDIA Inc., a Delaware
corporation ("PARENT").
WHEREAS, the Agreement provides that the parties thereto may amend such
agreement by written agreement of each party thereto;
NOW, THEREFORE, the parties hereto agree to amend the Agreement as
follows:
Section 1. AMENDMENT OF THE AGREEMENT.
(a) Section 1(b) of the Agreement is hereby amended by (i)
renumbering subsection b(iv) as subsection (b)(v) and (ii) adding a new
subsection (b)(iv) as follows: "(iv) Transfers that (A) do not and will
not require any consent, approval, authorization or permit of, action by,
filing with or notification to the SEC pursuant to the Securities Act or
the Exchange Act and (B) do not relate to a Transfer during the Restricted
Period (except for Permitted Transfers pursuant to Section (b)(i), (b)(ii)
or (b)(iii)); and".
(b) Section 1(d)(i) of the Agreement is hereby amended by adding the
words "but not including" in the second line of the first sentence,
immediately prior to the words "the first anniversary".
Section 2. GOVERNING LAW. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to principles of conflicts of laws.
Section 3. MISCELLANEOUS. Except as otherwise provided herein, all
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
be executed by their duly authorized representatives as of the date first
written above.
PRIMEDIA INC.
By: /s/ Beverly C. Chell
--------------------
Name: Beverly C. Chell
Title: Vice Chairman
By: /s/ Scott Kurnit
--------------------
Name: Scott Kurnit
EXHIBIT 99.13
AMENDMENT NO. 1 TO LOCK-UP AGREEMENT
AMENDMENT No. 1, dated as of January 16, 2001 ("AMENDMENT NO.
1"), with respect to that certain Lock-up Agreement, dated as of October 29,
2000 (the "AGREEMENT"), between William Day ("SHAREHOLDER") and PRIMEDIA
Inc., a Delaware corporation ("PARENT").
WHEREAS, the Agreement provides that the parties thereto may amend
such agreement by written agreement of each party thereto;
NOW, THEREFORE, the parties hereto agree to amend the Agreement as
follows:
Section 1. AMENDMENT OF THE AGREEMENT.
(a) Section 1(b) of the Agreement is hereby amended by (i)
renumbering subsection b(iv) as subsection (b)(v) and (ii) adding a new
subsection (b)(iv) as follows: "(iv) Transfers that (A) do not and will
not require any consent, approval, authorization or permit of, action by,
filing with or notification to the SEC pursuant to the Securities Act or
the Exchange Act and (B) do not relate to a Transfer during the Restricted
Period (except for Permitted Transfers pursuant to Section (b)(i), (b)(ii)
or (b)(iii)); and".
(b) Section 1(d)(i) of the Agreement is hereby amended by adding the
words "but not including" in the second line of the first sentence,
immediately prior to the words "the first anniversary".
Section 2. GOVERNING LAW. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to principles of conflicts of laws.
Section 3. MISCELLANEOUS. Except as otherwise provided herein, all
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
be executed by their duly authorized representatives as of the date first
written above.
PRIMEDIA INC.
By: /s/ Beverly C. Chell
--------------------
Name: Beverly C. Chell
Title: Vice Chairman
By: /s/ William Day
--------------------
Name: William Day
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