CMP Media Inc – ‘SC 14D9/A’ on 5/26/99 re: CMP Media Inc

On:  Wednesday, 5/26/99   ·   Accession #:  1047469-99-22303   ·   File #:  5-51679

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment to Tender-Offer                              3     12K 
                          Solicitation/Recommendation Statement                  
 2: EX-9        Press Release                                          5     19K 
 3: EX-10       Press Release                                          1      6K 

SC 14D9/A   —   Amendment to Tender-Offer Solicitation/Recommendation Statement
Document Table of Contents

SC 14D9/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 AMENDMENT NO. 1

TO

SCHEDULE 14D-9

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 SOLICITATION/RECOMMENDATION STATEMENT
 PURSUANT TO SECTION 14(d)(4) OF THE
 SECURITIES EXCHANGE ACT OF 1934

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CMP MEDIA INC.
 (Name of Subject Company)

CMP MEDIA INC.
(Name of Person(s) Filing Statement)

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 CLASS A COMMON STOCK,
 PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

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 125891101
 (CUSIP Number of Class of Securities)

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 ROBERT D. MARAFIOTI, ESQ.
 EXECUTIVE VICE PRESIDENT,
 SECRETARY AND GENERAL COUNSEL
CMP MEDIA INC.
 600 COMMUNITY DRIVE
 MANHASSET, NEW YORK 11030
(516) 562-5000

 (Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Person(s) Filing Statement)

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COPY TO:
 EDWARD J. O'CONNELL, ESQ.
 DOW, LOHNES & ALBERTSON, PLLC
 1200 NEW HAMPSHIRE AVENUE, N.W.
 SUITE 800
WASHINGTON, DC 20036
(202) 776-2639

SC 14D9/A
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This Amendment No. 1 amends and supplements the                 
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")  
filed with the Securities and Exchange Commission on May 6, 1999 by CMP Media   
Inc., a Delaware corporation (the "Company"), with respect to the cash tender   
offer by MFW Acquisition Corp., a Delaware corporation and a wholly-owned       
subsidiary of MFW Acquisition Holdings Corp., a Delaware corporation, which is a
wholly-owned affiliate of United News & Media plc, an English public limited    
company, to purchase all of the outstanding shares of the Company's Class A     
Common Stock, par value $0.01 per share, and the Company's Class B Common Stock,
par value $0.01 per share, at a price of $39.00 per share in cash, net to the   
seller, upon the terms and subject to the conditions set forth in the Tender    
Offer Statement on Schedule 14D-1, dated May 6, 1999 and as amended, and the    
Offer to Purchase filed as Exhibit (a)(1) thereto. Capitalized terms used and   
not defined herein have the meanings assigned thereto in the Schedule 14D-9.    

ITEM 8.  THE SOLICITATION OR RECOMMENDATION.                                    

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the   
following text thereto:                                                         

       On April 29, 1999, the Company issued a press release which is attached
hereto as Exhibit 9. The information set forth in the press release is          
incorporated herein by reference.                                               

     On May 21, 1999, the Company issued a press release which is attached
hereto as Exhibit 10. The information set forth in the press release is         
incorporated herein by reference.                                               

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.                                      

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the   
following text thereto:                                                         

9       Press Release issued jointly by United News & Media plc and CMP Media   
Inc. on April 29, 1999.                                         

10      Press Release issued by CMP Media Inc. on May 21, 1999.                 

SC 14D9/A
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 SIGNATURE

     After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Amendment No. 1
is true, complete and correct.                                                  

Dated: May 26, 1999                                                             

        CMP MEDIA INC.

                   By:  /s/ MICHAEL S. LEEDS
                               ---------------------------
                    Michael S. Leeds
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/26/99		3					SC 13D/A,  SC 14D1/A
		5/21/99		2
		5/6/99		2					SC 13D,  SC 14D1,  SC 14D9
		4/29/99		2
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