SEC Info - MFW Acquisition Corp, et al. - ‘SC 14D1/A’ on 6/4/99 re: CMP Media Inc, et al.

SEC Info℠

Home

Help

Please Sign In

MFW Acquisition Corp, et al. – ‘SC 14D1/A’ on 6/4/99 re: CMP Media Inc, et al.

On: Friday, 6/4/99 · Accession #: 1047469-99-23241 · File #s: 5-51679 (SC 13D/A), 5-51679

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/04/99  MFW Acquisition Corp              SC 14D1/A              3:17K  CMP Media Inc                     Merrill Corp/New/FA
          MFW Acquisition Corp                                            CMP Media Inc
          MFW Acquisition Corp
          MFW Acquisition Holdings Corp.
          United News & Media PLC

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                                           
 2: EX-99.(A)(13)  Press Release Dated June 2, 1999                    1      7K 
 3: EX-99.(C)(3)  Miscellaneous Exhibit                                5     14K

SC 14D1/A — Amendment to Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Is Hereby Amended by Adding the Following Exhibits: Materials to Be Filed as Exhibits
1	1st Page - Filing Submission
2	Item 10. Additional Information
"	Item 11. Materials to Be Filed as Exhibits
"	Item 11. Is Hereby Amended by Adding the Following Exhibits:

SC 14D1/A 1st Page of 3 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 4
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 4
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)

(Final Amendment)

SC 14D1/A 2nd Page of 3 TOC 1st Previous Next ↓Bottom Just 2nd
June 4, 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, Amendment No. 2 thereto filed
on May 26, 1999 (filed separately for the Schedule 14D-1 and the Schedule
13D) and Amendment No. 3 thereto filed on May 28, 1999 (as so amended, the
"Schedule 14D-1"), 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 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. Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Schedule
14D-1.

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 June 1, 1999, United was granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with
respect to the Offer.

On June 3, 1999, United, MF Worldwide plc, Merger Sub and the
Company entered into a letter agreement effecting certain immaterial
amendments to the Merger Agreement, a copy which is attached thereto as
exhibit (c)(3) and is incorporated herein by reference.

On June 4, 1999, United issued a press release, a copy of which is
attached thereto as exhibit (a)(13) 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)(13) Text of Press Release dated June 4, 1999 issued by United.

(c)(3) Letter Agreement Amendment dated June 3, 1999 to the Agreement and
Plan of Merger among United News & Media plc, Miller Freeman Worldwide plc,
MFW Acquisition Corp. and CMP Media Inc.

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.

June 4, 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..............................................................

(a)(13) Text of Press Release dated June 4, 1999, issued by United.........................

*(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.........................................

(c)(3) Letter Agreement Amendment dated June 3, 1999 to the Agreement and
Plan of Merger among United News & Media plc, Miller Freeman Worldwide
plc, MFW Acquisition Corp. and CMP Media Inc.

------------------------

* Previously filed.

SC 14D1/A	1st Page of 3	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 14D1/A	2nd Page of 3	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 14D1/A	Last Page of 3	TOC	1st	Previous	Next	↓Bottom	Just 3rd

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14D1/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/4/99	2	3	SC 14D9/A
	6/3/99	2	3
	6/1/99	2
	5/28/99	2		SC 13D/A, SC 14D1/A
	5/26/99	2	3	SC 13D/A, SC 14D1/A, SC 14D9/A
	5/7/99	2		SC 13D/A, SC 14D1/A
	5/6/99	2	3	SC 13D, SC 14D1, SC 14D9
	5/5/99	3
	5/4/99	3
	4/29/99	3
	4/28/99	3
	5/12/97	3
				List all Filings

↑Top

Filing Submission 0001047469-99-023241 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

MFW Acquisition Corp, et al. – ‘SC 14D1/A’ on 6/4/99 re: CMP Media Inc, et al.

On: Friday, 6/4/99 · Accession #: 1047469-99-23241 · File #s: 5-51679 (SC 13D/A), 5-51679

Previous ‘SC 13D’: ‘SC 13D/A’ on 5/28/99 · Latest ‘SC 13D’: This Filing

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1Filing Table of Contents

SC 14D1/A — Amendment to Tender-Offer Statement — Third-Party Tender OfferDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents

SC 14D1/A — Amendment to Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents