Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1/A Amendment to Tender-Offer Statement -- Third-Party 3 21K
Tender Offer
3: EX-99.(A)(10) Power Point Presentation Dated May 4, 1999 25 33K
4: EX-99.(A)(12) Transcript of May 5, 1999 Press Briefing 11 41K
2: EX-99.(A)(9) Power Point Presentation Dated April 29, 1999 24 29K
5: EX-99.(B)(2) Multicurrency Revolving Credit Agreement 117 299K
6: EX-99.(B)(3) Multicurrency Revolving Credit Agreement 78 241K
SC 14D1/A — Amendment to Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 3
TO
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
------------------------
CMP MEDIA INC.
(NAME AND SUBJECT COMPANY)
MFW ACQUISITION CORP.
MFW ACQUISITION HOLDINGS CORP.
UNITED NEWS & MEDIA PLC
(BIDDERS)
------------------------
CLASS A COMMON STOCK, $.01 PAR VALUE
(TITLE AND CLASS OF SECURITIES)
125891101
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
ANNE W. GURNSEY, ESQ.
UNITED NEWS & MEDIA
32 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY 10003
(212) 358-6570
------------------------
COPY TO:
JAMES E. ABBOTT, ESQ.
CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NY 10005
(212) 732-3200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
May 28, 1999
This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D originally filed
with the Securities and Exchange Commission on May 6, 1999, as amended by
Amendment No. 1 thereto filed on May 7, 1999 and Amendment No. 2 thereto
filed on May 26, 1999 (filed separately for the Schedule 14D-1 and the
Schedule 13D), by MFW Acquisition Holdings Corp., a Delaware corporation, MFW
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent and United News & Media plc, an English corporation ("United") in
connection with the offer to purchase all the outstanding shares of Class A
Common Stock, par value $.01 per share, and all the outstanding shares of
Class B Common Stock, par value $.01 per share, of CMP Media Inc., a Delaware
corporation, at $39.00 per share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May 6,
1999 and in the related Letter of Transmittal.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and 10(c) of the Schedule are hereby amended and
supplemented by adding the following language thereto:
On May 5, 1999, certain executive officers of Miller Freeman Inc.,
a wholly owned subsidiary of United, gave a press briefing concerning
the offer and related transactions. A transcipt of the press briefing is
attached hereto as Exhibit (a)(12) and is incorporated herein by
reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following exhibits:
(a)(9) Powerpoint presentation dated April 29, 1999 as posted on the
website of United (www.unm.com).
(a)(10) Powerpoint presentation, dated May 4, 1999 as posted on the
website of Miller Freeman Inc. (www.mfi.com).
(a)(12) Transcript of May 5, 1999 press briefing as posted on the website
of Miller Freeman Inc.
(b)(2) MultiCurrency Revolving Credit Agreement dated May 12, 1997 among
United, Lloyds Bank Plc as facility agent, Chase Investment Bank
Limited and Lloyds Bank Plc Capital Markets.
(b)(3) MultiCurrency Revolving Credit Agreement dated May 26, 1999 among
United, Lloyds Bank Plc as facility agent, and United Finance
Limited.
SIGNATURE
After due and reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
commplete and correct.
May 28, 1999
UNITED NEWS & MEDIA PLC
By: /s/ CHARLES STERN
------------------------------
Name: Charles Stern
Title: Finance Director
MFW ACQUISITION CORP.
By: /s/ DONALD PAZOUR
-----------------------------
Name:Donald Pazour
Title: Chief Executive Officer
MFW ACQUISITION HOLDINGS CORP.
By: /s/ DONALD PAZOUR
----------------------------
Name: Donald Pazour
Title: Chief Executive Officer
SC 14D1/A | Last Page of 3 | TOC | 1st | Previous | Next | ↓Bottom | Just 3rd |
---|
[Enlarge/Download Table]
PAGE NO. IN
EXHIBIT SEQUENTIALLY
NO. TITLE NUMBERED SCHEDULE
--------- ----------------------------------------------------------------------------------- -------------------
*(a)(1) Offer to Purchase, dated May 6, 1999...............................................
*(a)(2) Letter of Transmittal..............................................................
*(a)(3) Notice of Guaranteed Delivery......................................................
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees...
*(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
to their Clients...................................................................
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9................................................................................
*(a)(7) Press release, dated April 29, 1999................................................
*(a)(8) Summary advertisement dated May 6, 1999............................................
(a)(9) Powerpoint presentation, dated April 29, 1999, as posted on the
websites of United (www.unm.com)...................................................
(a)(10) Powerpoint presentation, dated May 4, 1999, as posted on the
website of MF Worldwide, (www.mfi.com).............................................
*(a)(11) Press Release issued jointly by United News & Media plc and CMP Media Inc.
on April 29, 1999..................................................................
(a)(12) Transcript of May 5, 1999 press briefing as posted on the website
of Miller Freeman Inc..............................................................
*(b)(1) Letter Agreement dated April 29, 1999 between Lloyds Bank Plc and United News &
Media plc..........................................................................
(b)(2) Multicurrency Revolving Credit Agreement, dated as of May 12, 1997 among
United, Lloyds as facility agent, Chase Investment Bank Limited and
Lloyds Bank Plc Capital Markets....................................................
(b)(3) Multicurrency Revolving Credit Agreement, dated as of May 26, 1999 among
United, Lloyds as facility agent and United Finance Limited........................
*(c)(1) Agreement and Plan of Merger, dated as of April 28, 1999, among United News & Media
plc, Miller Freeman Worldwide plc, MFW Acquisition Corp. and CMP Media Inc.........
*(c)(2) Tender and Voting Agreement dated as of April 28, 1999 among MFW Acquisition Corp.
and certain shareholders of CMP Media, Inc.........................................
------------------------
* Previously filed.
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0001047469-99-022630 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 4:27:20.2pm ET