Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 32 169K
2: EX-1 Underwriting Agreement 43 181K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 17 57K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 11 25K
5: EX-4 Instrument Defining the Rights of Security Holders 9 24K
6: EX-5 Opinion re: Legality 3 11K
7: EX-6 Opinion re: Discount on Capital Shares 1 8K
8: EX-7 Opinion of Lazard Freres & Co. LLC 2 13K
9: EX-8 Opinion re: Tax Matters 1 6K
EX-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
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TENDER AND VOTING AGREEMENT
by and among
MFW ACQUISITION CORP.
and
CERTAIN STOCKHOLDERS
OF
CMP MEDIA INC.
Dated as of April 28, 1999
THIS TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of April
28, 1999, is made and entered into by and among MFW Acquisition Corp., a
Delaware corporation (the "COMPANY"), and the undersigned holders (the
"STOCKHOLDERS") of Class A and Class B Common Stock of CMP Media Inc., a
Delaware corporation ("CMP").
WHEREAS, the Company, Miller Freeman Worldwide plc, an English public
limited company ("Parent"), United News & Media plc, an English public limited
company, and CMP intend to enter into an Agreement and Plan of Merger of even
date herewith (the "MERGER AGREEMENT"), which provides for a tender offer by the
Company for all of the outstanding shares of capital stock of CMP (the "OFFER")
and the merger of the Company with and into CMP and for CMP to become a
wholly-owned affiliate of Parent (the "MERGER");
WHEREAS, at the Effective Time (as defined below) and in accordance
with the terms of the Merger Agreement, each share of Class A Common Stock, par
value $0.01 per share, and each share of Class B Common Stock, par value $0.01
per share, of CMP (the "STOCK") will be converted into the right to receive
$39.00 in cash per share, all as more fully described in the Merger Agreement;
WHEREAS, each Stockholder has the sole right to vote or Dispose of the
number of shares of Stock (collectively, the "SHARES") set forth opposite the
Stockholder's name on SCHEDULE I hereto; and
WHEREAS, as a condition to the Company's willingness to execute and
deliver the Merger Agreement and to consummate the Offer and the Merger and to
the Stockholders' willingness to tender their Shares pursuant to the Offer and
vote their Shares in favor of the Merger, the Stockholders and the Company
desire to establish in this Agreement certain terms and conditions concerning
the Stockholders' Shares with respect to the Offer and the Merger;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
1.01 DEFINITIONS. (a) Except as otherwise specifically indicated, the
following terms have the following meanings for all purposes of this Agreement:
"BENEFICIALLY OWNS" (or comparable variations thereof) has the meaning
set forth in Rule 13d-3 promulgated under the Exchange Act.
"DEPOSITARY" means Chase Manhattan Bank, N.A.
"DISPOSE" means assign, sell, pledge, hypothecate or otherwise transfer
or dispose of.
"DISPOSITION" means assignment, sale, pledge, hypothecation or other
transfer or disposition.
"EFFECTIVE TIME" means the time at which the Merger becomes effective
under the General Corporation Law of the State of Delaware.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
"GOVERNMENTAL OR REGULATORY AUTHORITY" means any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any domestic or foreign state, county,
city or other political subdivision.
"LIEN" means any lien, claim, mortgage, encumbrance, pledge, security
interest, equity or charge of any kind.
"PERSON" means any individual, corporation, partnership, limited
liability company, trust, other entity or group (within the meaning of Section
13(d)(3) of the Exchange Act).
"SUBSIDIARY" means any Person in which Parent or CMP, as the case may
be, directly or indirectly through Subsidiaries or otherwise, beneficially owns
more than fifty percent (50%) of the capital stock or other equity interests in
such Person.
(b) In addition, the following terms are defined in the Sections set
forth below:
[Download Table]
"Alternative Proposal" -- Section 2.03
"CMP" -- Preamble
"Company" -- Preamble
"Leeds Family Agreement" -- Section 2.01(a)
"Merger" -- Preamble
"Merger Agreement" -- Preamble
"Parent" -- Preamble
"Share Certificates" -- Section 2.04
"Shares" -- Preamble
"Stock" -- Preamble
"Stockholders" -- Preamble
"Stockholders' Meeting" -- Section 2.01(c)
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(c) Unless the context of this Agreement otherwise requires, (i) words
of any gender include each other gender; (ii) words using the singular or plural
number also include the plural or singular number, respectively; (iii) the terms
"hereof," "herein," "hereby" and derivative or similar words refer to this
entire Agreement; and (iv) the terms "Article" or "Section" refer to the
specified Article or Section of this Agreement. Whenever this Agreement refers
to a number of days, such number shall refer to calendar days unless business
days are specified.
ARTICLE II
COVENANTS OF EACH STOCKHOLDER IN CONNECTION WITH THE OFFER AND THE MERGER
2.01 OWNERSHIP OF SHARES; AGREEMENT TO TENDER; APPROVAL OF MERGER
AGREEMENT.
(a) Until the Effective Time or the earlier termination of this
Agreement in accordance with its terms, each Stockholder agrees (for itself and
not as to any other Stockholder) that he or she will not Dispose of any of the
Shares or any interest therein, deposit any of the Shares into a voting trust or
enter into a voting agreement or arrangement (other than that certain 1997 Leeds
Family Stockholders' Agreement, dated as of June 30, 1997 and as amended (the
"LEEDS FAMILY AGREEMENT ")) or grant any proxy with respect thereto or enter
into any other contract, option or other arrangement or undertaking with respect
to the direct or indirect Disposition of any of the Shares.
(b) Each Stockholder hereby agrees that, if the Company commences the
Offer, such Stockholder will tender, or cause to be tendered, as soon as
practicable (and in any event within ten business days) after the commencement
of the Offer, in accordance with the terms and conditions of the Offer, all
Shares that the Stockholder either owns of record or of which the Stockholder
has the power to control the Disposition as set forth on SCHEDULE I. Each
Stockholder further agrees that he or she will not withdraw such tendered Shares
unless the Offer is terminated by the Company.
(c) Each Stockholder agrees (for itself and not as to any other
Stockholder) that he or she, with respect to those Shares that the Stockholder
either owns of record on the record date for voting at any annual or special
meeting of CMP stockholders to be held for the purpose of voting on the adoption
of the Merger Agreement or for granting any written consent in connection with
the solicitation of written consents in lieu of such a meeting (collectively,
the "STOCKHOLDERS' MEETING") or with respect to which the Stockholder otherwise
controls the vote, will vote or cause to be voted such shares (or execute
written consents with respect to such shares) (i) in favor of the adoption of
the Merger Agreement and the approval of the Merger and the other transactions
contemplated by the Merger Agreement, (ii) against any proposal or offer
(including, without limitation, any proposal or offer to the stockholders of
CMP) with respect to a merger, consolidation or other business combination
including CMP or any of its Subsidiaries or any acquisition or similar
transaction (including, without limitation, a tender or exchange
-3-
offer) involving the purchase of all or any significant portion of the assets of
CMP and its Subsidiaries taken as a whole or any outstanding shares of the
capital stock of CMP or any Subsidiary of CMP, (iii) against any action which
would result in any of the conditions of the Company's obligation under the
Merger Agreement not being fulfilled and (iv) in favor of any other matter
necessary for the consummation of the transactions contemplated by the Merger
Agreement, including without limitation at the Stockholders' Meeting.
2.02 DIRECTOR ACTIONS. Notwithstanding any other provision of this
Agreement to the contrary, the covenants and agreements set forth herein shall
not prevent each Stockholder from taking any action, subject to the applicable
provisions of the Merger Agreement, while acting in his or her capacity as a
director of CMP in accordance with his or her fiduciary duties.
2.03 NO ALTERNATIVE PROPOSALS. Until the Effective Time or the earlier
termination of this Agreement in accordance with its terms, each Stockholder
agrees (for itself and not as to any other Stockholder) that he or she will not
directly or indirectly through his or her agents and representatives, initiate,
solicit or encourage, any inquiries or the making or implementation of any
alternative proposal (an "ALTERNATIVE PROPOSAL") to acquire the Shares or engage
in any negotiations concerning, or provide any confidential information or data
to, or have any discussions with, any person relating to an Alternative Proposal
or any effort or attempt to make or implement any Alternative Proposal; and such
Stockholder shall (i) immediately cease and cause to be terminated any existing
activities, including discussions or negotiations with any parties, conducted
heretofore with respect to any of the foregoing and will take the necessary
steps to inform his or her agents and representatives of the obligations
undertaken in this Section 2.03, and (ii) notify the Company immediately if any
such inquiries or proposals are received by, any such information is requested
from, or any such negotiations or discussions are sought to be initiated or
continued with, him or her.
2.04 DELIVERY OF CERTIFICATES. Each Stockholder agrees to (i) deliver
one or more certificates evidencing all of such Stockholder's Shares (together
with any replacement certificates or certificates reflecting additional Shares
hereafter acquired by such Stockholder (the "SHARE CERTIFICATES")) to American
Stock Transfer and Trust Company, transfer agent for the Shares, for placement
of an appropriate legend reflecting this Agreement and (ii) keep the Share
Certificates at all times prior to the expiration date of the Offer in the
safekeeping of the Depositary; provided that the Depositary has delivered to
such Stockholder an agreement in form acceptable to such Stockholder and the
Company that the Depositary shall notify such Stockholder and the Company five
business days prior to the date such Share Certificates are to be removed from
the Depositary's safekeeping.
2.05 CONSENTS.
(a) Notwithstanding any pledge agreement or supplement thereto executed
by a Stockholder in favor of Gerard G. Leeds or Liselotte J. Leeds, each of
Gerard G. Leeds and Liselotte J. Leeds hereby consents to the execution,
delivery and performance by any Stockholder of this Agreement and the Merger
Agreement and all transactions contemplated hereby or thereby or necessary in
connection herewith or therewith.
-4-
(b) Each of Gerard G. Leeds, Liselotte J. Leeds, Michael S. Leeds and
Daniel H. Leeds shall obtain, no later than the date that is twenty business
days after the date hereof, all requisite consents to the execution, delivery or
performance by any Stockholder of this Agreement from Fleet National Bank in
connection with that certain Amended and Restated Negative Pledge Agreement (the
"FLEET AGREEMENT").
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder, as to such Stockholder only, hereby represents and
warrants to the Company as follows:
3.01 OWNERSHIP OF SHARES. The Stockholder is the sole beneficial and
record holder of, and has the sole right to vote with respect to, as of the date
hereof, the number of Shares set forth opposite such Stockholder's name on
SCHEDULE I hereto (collectively, the "SHARES"), subject to no rights of others
and free and clear of any Lien (except pursuant to the Fleet Agreement). The
Stockholder's right to vote or Dispose of the Shares is not subject to any
voting trust, voting agreement, voting arrangement or proxy (other than the
Leeds Family Agreement), and such Stockholder has not entered into any other
contract, option or other arrangement or undertaking with respect thereto.
Except for the Shares listed on SCHEDULE I hereto, such Stockholder does not
have any right to acquire, nor does he or she beneficially own any other shares
of any class of capital stock of CMP or any securities convertible into or
exchangeable or exercisable for any shares of any class of capital stock of CMP
(other than shares subject to options or other rights granted by CMP, which
options shall be canceled as contemplated under Section 3.1(d) of the Merger
Agreement).
3.02 AUTHORITY. This Agreement has been duly and validly executed and
delivered by the Stockholder and constitutes a legal, valid and binding
obligation of the Stockholder enforceable against the Stockholder in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
3.03 NO CONFLICTS. The execution and delivery by the Stockholder of
this Agreement do not, and the performance by the Stockholder of his or her
obligations under this Agreement and (other than referred to in Section 2.05
hereof) the consummation of the transactions contemplated hereby will not:
(a) conflict with or result in a violation or breach of any term or
provision of any law, statute, rule or regulation or any order, judgment or
decree of any Governmental or Regulatory Authority applicable to the Stockholder
or any of his or her properties or assets; or
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(b) (i) conflict with or result in a violation or breach of, (ii)
constitute (with or without notice or lapse of time or both) a default under,
(iii) require the Stockholder to obtain any consent, approval or action of, make
any filing with or give any notice to any Person as a result or under the terms
of, or (iv) result in the creation or imposition of any Lien upon any of the
Stockholder's properties or assets under, any contract, agreement, plan, permit
or license to which the Stockholder is a party, including, but not limited to,
the Leeds Family Agreement.
3.04 OPTIONS AND WARRANTS. Each of Michael S. Leeds and Daniel H. Leeds
hereby represents and warrants as to himself only that he has consented to the
cancellation, prior to the expiration date of the Offer and without payment
therefor (except for any payments to be made pursuant to their respective
employment agreements), of all vested and unvested options and warrants held by
him to purchase Shares.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Stockholders as
follows:
4.01 INCORPORATION. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware.
The Company has the requisite corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby.
4.02 AUTHORITY. The execution and delivery by the Company of this
Agreement, and the performance by the Company of its obligations hereunder, have
been duly and validly authorized by the Board of Directors of the Company, no
other corporate action on the part of the Company or its stockholders being
necessary. This Agreement has been duly and validly executed and delivered by
the Company and constitutes a legal, valid and binding obligation of the Company
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
4.03 NO CONFLICTS. The execution and delivery by the Company of this
Agreement do not, and the performance by the Company of its obligations under
this Agreement and the consummation of the transactions contemplated hereby will
not:
(a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the certificate of incorporation or bylaws of
the Company;
(b) conflict with or result in a violation or breach of any term or
provision of any law, statute, rule or regulation or any order, judgment or
decree of any Governmental or Regulatory Authority applicable to the Company or
any of its properties or assets; or
-6-
(c) (i) conflict with or result in a violation or breach of, (ii)
constitute (with or without notice or lapse of time or both) a default under,
(iii) require the Company to obtain any consent, approval or action of, make any
filing with or give any notice to any Person as a result or under the terms of,
or (iv) result in the creation or imposition of any Lien upon the Company or any
of its properties or assets under, any contract, agreement, plan, permit or
license to which the Company is a party.
ARTICLE V
GENERAL PROVISIONS
5.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
Notwithstanding any right of any party (whether or not exercised) to investigate
the accuracy of the representations and warranties of the other party contained
in this Agreement, each party hereto has the right to rely fully upon the
representations and warranties of the other contained in this Agreement. The
representations and warranties contained herein shall be made as of the date
hereof and as of the consummation of the Offer. Except as provided in SECTION
5.02, the representations, warranties, covenants and agreements of each party
hereto contained in this Agreement will survive until the termination of this
Agreement.
5.02 TERMINATION. This Agreement and all rights and obligations of the
parties hereunder, including, without limitation, the provisions of SECTION
2.01, shall automatically terminate, and shall cease to be of any further force
and effect, upon the earlier to occur of (i) the termination of (a) the Offer in
accordance with its terms and conditions without the Company having purchased
any shares of Stock or (b) the Merger Agreement in accordance with its terms,
and (ii) the mutual written agreement of the Stockholders and the Company.
Notwithstanding the termination of this Agreement, nothing contained herein
shall relieve any party hereto from liability for breach of any of his, her or
its representations, warranties, covenants or agreements contained in this
Agreement.
5.03 AMENDMENT AND WAIVER. (a) This Agreement may be amended,
supplemented or modified only by a written instrument duly executed by or on
behalf of each party hereto.
(b) Any term or condition of this Agreement may be waived at any time
by the party that is entitled to the benefit thereof, but no such waiver shall
be effective unless set forth in a written instrument duly executed by or on
behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion. All remedies, either under this
Agreement or by law or otherwise afforded, will be cumulative and not
alternative.
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5.04 NOTICES. All notices, requests, demands or other communications
required by or otherwise given with respect to this Agreement shall be in
writing and shall be deemed to have been duly given to any party when delivered
personally (by courier service or otherwise), or three business days after being
sent by registered or certified mail with postage prepaid, return receipt
requested (provided, however, that in the case of international mailings, such
time period shall instead be the seventh day after deposit by insured delivery
into the national postal system of the country of origin or on the second
business day after delivery to an overnight courier of recognized international
standing), in each case to the applicable addresses set forth below or to such
other address as such party shall have designated by notice so given to each
other party:
If to the Stockholders, to:
the addresses set forth on SCHEDULE I hereto
with a copy to:
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
Facsimile No.: (202) 776-2222
Attn: Edward J. O'Connell, Esq.
If to the Company, to:
Miller Freeman Worldwide, plc
530 Chiswick High Road
London W4 5BG
England
Facsimile No.: 011 44 181 987 7756
Attention: Ms. Emma Lewis
with a copy to:
Carter, Ledyard & Milburn
2 Wall Street
New York, NY 10005
Facsimile No.: (212) 732-3232
Attention: James Abbott, Esq.
-8-
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section 5.04, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section 5.04, be deemed given upon receipt, and (iii) if
delivered by mail in the manner described above to the address as provided in
this Section 5.04, be deemed given upon receipt (in each case regardless of
whether such notice, request or other communication is received by any other
person to whom a copy of such notice, request or other communication is to be
delivered pursuant to this Section 5.04). Any party from time to time may change
its address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.
5.05 ENTIRE AGREEMENT. This Agreement supersedes all prior discussions
and agreements among the parties hereto with respect to the subject matter
hereof and contains the sole and entire agreement among the parties hereto with
respect to the subject matter hereof.
5.06 NO THIRD PARTY BENEFICIARY. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto, and it is
not the intention of the parties to confer third-party beneficiary rights upon
any other Person.
5.07 NO ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any
right, interest or obligation hereunder may be assigned by any party hereto
without the prior written consent of the other party hereto and any attempt to
do so will be void. Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by the parties hereto and
their respective successors and assigns and legal representatives.
5.08 SPECIFIC PERFORMANCE; LEGAL FEES. The parties acknowledge that
money damages are not an adequate remedy for violations of any provision of this
Agreement and that any party may, in his, her or its sole discretion, apply to a
court of competent jurisdiction for specific performance for injunctive or such
other relief as such court may deem just and proper in order to enforce any such
provision or prevent any violation hereof and, to the extent permitted by
applicable law, each party waives any objection to the imposition of such
relief.
5.09 HEADINGS. The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.
5.10 INVALID PROVISIONS. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (i) such provision will be fully
severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof
and (iii) the remaining provisions of this Agreement will remain in full force
and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.
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5.11 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.
5.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
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IN WITNESS WHEREOF, each party hereto has signed this Agreement, or
caused this Agreement to be signed by its officer thereunto duly authorized, as
of the date first above written.
MFW ACQUISITION CORP.
By: /s/ Donald A. Pazour
---------------------------------------
Name: Donald A. Pazour
Title: Chief Executive Officer
GERARD G. LEEDS LIFETIME TRUST
By: /s/ Gerard G. Leeds
---------------------------------------
Gerard G. Leeds, as Trustee
LISELOTTE J. LEEDS LIFETIME TRUST
By: /s/ Liselotte J. Leeds
---------------------------------------
Liselotte J. Leeds, as Trustee
/s/ Michael S. Leeds
------------------------------------------
MICHAEL S. LEEDS
/s/ Richard A. Leeds
------------------------------------------
RICHARD A. LEEDS
/s/ Daniel H. Leeds
------------------------------------------
DANIEL H. LEEDS
/s/ Greg Jobin-Leeds
------------------------------------------
GREG JOBIN-LEEDS
/s/ Jennifer Leeds
------------------------------------------
JENNIFER LEEDS
THE MICHAEL S. LEEDS 1997 GRAT
By: /s/ Michael S. Leeds
----------------------------------------
Michael S. Leeds, as Trustee
THE MICHAEL S. LEEDS 1999 GRAT
By: /s/ Michael S. Leeds
----------------------------------------
Michael S. Leeds, as Trustee
THE RICHARD A. LEEDS 1997 GRAT
By: /s/ Richard A. Leeds
----------------------------------------
Richard A. Leeds, as Trustee
THE DANIEL H. LEEDS 1997 GRAT
By: /s/ Daniel H. Leeds
----------------------------------------
Daniel H. Leeds, as Trustee
THE GREG JOBIN-LEEDS 1997 GRAT
By: /s/ Greg Jobin-Leeds
----------------------------------------
Greg Jobin-Leeds, as Trustee
KALEIDOSCOPE FOUNDATION
By: /s/ Richard A. Leeds
----------------------------------------
Name: Richard A. Leeds
Title: Co-President
THE GIANT STEPS FOUNDATION
By: /s/ Jennifer Leeds
----------------------------------------
Name: Jennifer Leeds
Title: President
ACCESS FUND, INC.
By: /s/ Greg Jobin-Leeds
----------------------------------------
Name: Greg Jobin-Leeds
Title: Secretary
THE ANDREA AND MICHAEL LEEDS FAMILY
FOUNDATION
By: /s/ Michael S. Leeds
----------------------------------------
Name: Michael S. Leeds
Title: Trustee
THE SUNITA AND DANIEL LEEDS FAMILY
FOUNDATION
By: /s/ Daniel H. Leeds
----------------------------------------
Name: Daniel H. Leeds
Title: Trustee
SCHEDULE I
SHARES OF COMMON STOCK OWNED BY EACH STOCKHOLDER
4/28/99
[Download Table]
STOCKHOLDER NUMBER OF SHARES
CLASS A CLASS B
Gerard G. Leeds Lifetime Trust -- 1,111,342
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
Liselotte J. Leeds Lifetime Trust -- 1,106,342
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
Michael S. Leeds 370,638 1,987,640(1)
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
Richard A. Leeds 9,300 1,412,737(2)
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
--------
1 Includes 207,504 shares owned by the Michael S. Leeds 1997 GRAT, 750,000
shares owned by the Michael S. Leeds 1999 GRAT and 1,030,136 shares owned by
Michael S. Leeds directly.
2 Includes 975,760 shares owned by the Richard A. Leeds 1997 GRAT and 436,977
shares owned by Richard A. Leeds directly.
[Download Table]
Daniel H. Leeds 392,620 1,705,999(3)
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
Greg Jobin-Leeds -- 1,392,567(4)
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
Jennifer Leeds -- 1,378,597
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
Kaleidoscope Foundation 530,820 30,000
c/o CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Facsimile: (516) 562-7123
The Giant Steps Foundation 303,330 27,586
405 El Camino Real #514
Menlo Park, CA 94025
(650) 332-3112
(no fax)
The Andrea and Michael Leeds 130,000 --
Family Foundation
c/o CMP Media Inc.
Manhasset, NY 11030
Facsimile: (516) 562-7123
--------
3 Includes 195,171 shares owned by the Daniel H. Leeds 1997 GRAT and 1,510,828
shares owned by Daniel H. Leeds directly.
4 Includes 330,740 shares owned by the Greg Jobin-Leeds 1997 GRAT and 1,061,827
shares owned by Greg Jobin-Leeds directly.
[Download Table]
The Sunita and Daniel Leeds 256,000 --
Family Foundation
c/o Miller Ellin & Co.
750 Lexington Ave
New York, NY 10022
Facsimile: (212) 750-2727
Access Fund, Inc. 256,000 --
c/o Schott Foundation
678 Massachusetts Avenue
Cambridge, MA 02139
Facsimile: (617) 876-7702
Dates Referenced Herein and Documents Incorporated by Reference
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