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CMP Media Inc – IPO: ‘S-1/A’ on 7/24/97

As of: Thursday, 7/24/97 · Accession #: 950123-97-6137 · File #: 333-26741

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

 7/24/97  CMP Media Inc                     S-1/A                  2:351K                                   RR Donnelley/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amended Form S-1                                      97    581K 
 2: EX-23.1     Consent of Coopers and Lybrand LLP                     1      4K

S-1/A — Amended Form S-1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Builders Business Capitalization Certain Relationships and Related Transactions Change in Accountants Circulation Class A Common Stock Common Stock Compensation Committee Interlocks and Insider Participation Competition Concentration of Control; Anti-Takeover Effect of Certain Provisions Conversion Rights Description of Capital Stock Dilution Director Compensation Dividend Policy Effect of Increases in Paper and Postage Costs Employee Share Grants Employee Stock Purchase Plan Employment Agreements Executive Compensation Exhibits Experts Gain (loss) on sales of businesses Indemnification of Directors and Officers Inflation and Volatility of Paper Prices International Legal Matters Management Management's Discussion and Analysis of Financial Condition and Results of Operations New Product Risks New Publications and Services Notes to Consolidated Financial Statements Option/SAR Grants in Last Fiscal Year Other Expenses of Issuance and Distribution Other income (expense), net Pension Plan Preferred Stock Principal and Selling Stockholders Production and Distribution Prospectus Summary Provision (benefit) for income taxes Publications and Services Recent Developments Recent Sales of Unregistered Securities Revenues Risk Factors Seasonality Selected Consolidated Financial Data Sellers Shares Eligible for Future Sale Stock Incentive Plan Summary Compensation Table Table of Contents Undertakings Underwriting Use of Proceeds Users Voting rights 10.22 -- CMP Media Inc. Stock Incentive Plan 1988 Equity Appreciation Plan 1996 Compared with 1995 1 -- Form of Underwriting Agreement (U.S. Version)
1	1st Page - Filing Submission
4	Prospectus Summary
5	Publications and Services
"	Builders
"	Sellers
"	Users
"	International
7	Recent Developments
8	Risk Factors
11	Competition
"	New Product Risks
12	Effect of Increases in Paper and Postage Costs
"	Concentration of Control; Anti-Takeover Effect of Certain Provisions
13	Shares Eligible for Future Sale
15	Use of Proceeds
"	Dividend Policy
16	Dilution
17	Capitalization
18	Selected Consolidated Financial Data
21	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	New Publications and Services
23	Revenues
"	Other income (expense), net
"	Provision (benefit) for income taxes
24	1996 Compared with 1995
"	Gain (loss) on sales of businesses
27	Seasonality
28	Inflation and Volatility of Paper Prices
29	Business
37	Circulation
"	Production and Distribution
40	Management
42	Director Compensation
43	Compensation Committee Interlocks and Insider Participation
44	Executive Compensation
"	Summary Compensation Table
45	Option/SAR Grants in Last Fiscal Year
"	Stock Incentive Plan
48	Employee Stock Purchase Plan
49	1988 Equity Appreciation Plan
51	Pension Plan
"	Employment Agreements
"	Employee Share Grants
52	Certain Relationships and Related Transactions
56	Principal and Selling Stockholders
"	Class A Common Stock
58	Description of Capital Stock
"	Common Stock
"	Voting rights
59	Conversion Rights
60	Preferred Stock
64	Legal Matters
"	Experts
"	Change in Accountants
"	Additional Information
65	Table of Contents
71	Notes to Consolidated Financial Statements
86	Underwriting
90	Item 13. Other Expenses of Issuance and Distribution
"	Item 14. Indemnification of Directors and Officers
91	Item 15. Recent Sales of Unregistered Securities
"	Item 16. Exhibits
"	**1 -- Form of Underwriting Agreement (U.S. Version)
92	**10.22 -- CMP Media Inc. Stock Incentive Plan
"	Item 17. Undertakings

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997

REGISTRATION NO. 333-26741
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 4

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

CMP MEDIA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

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DELAWARE 2721 11-2240940
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)

600 COMMUNITY DRIVE
MANHASSET, NEW YORK 11030
(516) 562-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

ROBERT D. MARAFIOTI, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
CMP MEDIA INC.
600 Community Drive
Manhasset, New York 11030
(516) 562-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S AGENT FOR SERVICE)
------------------------

PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:

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LEONARD J. BAXT, ESQ. ALAN H. PALEY, ESQ.
DOW, LOHNES & ALBERTSON, PLLC DEBEVOISE & PLIMPTON
1200 New Hampshire Avenue, N.W. 875 Third Avenue
Washington, D.C. 20036-6802 New York, N.Y. 10022
(202) 776-2000 (212) 909-6000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

================================================================================

S-1/A 2nd Page of 97 TOC 1st Previous Next ↓Bottom Just 2nd

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 24, 1997

5,000,000 SHARES

CMP MEDIA LOGO
[CMP LOGO] CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------------------

Of the 5,000,000 shares of Class A Common Stock offered, 4,000,000 shares
are being offered hereby in the United States and 1,000,000 shares are being
offered in a concurrent international offering outside the United States. The
initial public offering price and the aggregate underwriting discount per share
will be identical for both offerings. See "Underwriting".

Of the 5,000,000 shares of Class A Common Stock offered, 3,750,000 shares
are being sold by the Company and 1,250,000 shares are being sold by the Selling
Stockholders named herein. See "Principal and Selling Stockholders". The Company
will not receive any of the proceeds from the sale of the shares being sold by
the Selling Stockholders.

Each share of Class A Common Stock entitles its holder to one vote, whereas
each share of Class B Common Stock entitles its holder to ten votes. All of the
shares of Class B Common Stock are held by members of the Founding Family (as
defined herein). After consummation of the offerings, members of the Founding
Family will beneficially own shares having approximately 97% of the outstanding
voting power of the Company's Common Stock. As a result, these stockholders will
have the collective ability to elect the Company's directors and to determine
the outcome of corporate actions requiring stockholder approval.

Prior to the offerings, there has been no public market for the Class A
Common Stock of the Company. It is currently estimated that the initial public
offering price per share will be between $17.00 and $19.00. For factors to be
considered in determining the initial public offering price, see "Underwriting".

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE CLASS A COMMON STOCK.

The Class A Common Stock has been approved for quotation on the Nasdaq
National Market under the symbol "CMPX".

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

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INITIAL PUBLIC UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
OFFERING PRICE DISCOUNT(1) COMPANY(2) STOCKHOLDERS
--------------------- --------------------- --------------------- ---------------------

Per Share..... $ $ $ $
Total(3)...... $ $ $ $

---------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.

(2) Before deducting estimated expenses of $1,372,000 payable by the Company.

(3) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 600,000 shares of Class A Common Stock at the
initial public offering price per share, less the underwriting discount,
solely to cover over-allotments. Additionally, the Company has granted the
International Underwriters a similar option with respect to an additional
150,000 shares as part of the concurrent international offering. If such
options are exercised in full, the total initial public offering price,
underwriting discount and proceeds to the Company will be $ ,
$ and $ , respectively. See "Underwriting".
------------------------

The shares offered hereby are offered severally by the U.S. Underwriters,
as specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that
certificates for the shares will be ready for delivery in New York, New York, on
or about , 1997, against payment therefor in immediately available
funds.

GOLDMAN, SACHS & CO. LAZARD FRERES & CO. LLC
BEAR, STEARNS & CO. INC. FURMAN SELZ
------------------------
The date of this Prospectus is , 1997.

S-1/A 3rd Page of 97 TOC 1st Previous Next ↓Bottom Just 3rd

[Inside Front Cover Page Graphics: CMP logo above the following
text: "CMP Media Inc. is a leading publisher of newspapers and
magazines about technology. With U.S. publications focusing on
computers, electronics, information technology and the Internet,
we serve the broad technology spectrum -- those who build it,
those who sell it, and those who use it. CMP also reaches these
audiences around the world with titles we own, license or
represent, as well as on the Internet, where our presence is
growing."]

[Inside Front Cover Page Gatefold Graphics: Pictures of sample
cover pages of each of CMP's publications and sample web pages
from the Company's Internet services. The sample pages are
arranged under banner headings that say: The Builders of
Technology, The Sellers of Technology and The Users of
Technology". The CMP logo appears in the bottom right-hand
corner.]

[Inside Back Cover Page Graphics: A globe at the top left with
pictures of various magazines' cover pages that the Company
represents or that are published overseas by CMP independently
or through joint ventures under the banner "Global". In the
bottom left of the page, four of the Company's web pages are
depicted beside the banner "Internet". The CMP logo appears in
the bottom right-hand corner.]

"CMP" and certain other terms used in this Prospectus are trademarks or
service marks of CMP Media Inc. ("CMP" or the "Company"). Trade names,
trademarks and service marks of other companies appearing in this Prospectus are
the property of their respective holders. This Prospectus does not include the
contents of the Company's Internet sites and references to such Internet sites
are not intended to, and should not be deemed to, incorporate the contents of
such sites into this Prospectus.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements.
------------------------

CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON
STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN
SUCH SECURITIES AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERINGS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the consolidated financial statements and the notes thereto
appearing elsewhere in this Prospectus. Except as otherwise noted, all
information in this Prospectus (i) gives effect to the exchange, to be effected
prior to the consummation of the Offerings, of all outstanding shares of the
Company's Class C Common Stock for shares of the Company's Class A Common Stock
and shares of the Company's Class B Common Stock, (ii) gives effect to the
amendment and restatement of the Company's certificate of incorporation and a
35.75-to-one stock split of the Company's outstanding Common Stock to be
effected through a stock dividend prior to the consummation of the Offerings and
(iii) assumes no exercise of the Underwriters' over-allotment options. See
"Description of Capital Stock" and "Underwriting".

THE COMPANY

CMP is a leading publisher of magazines and newspapers about computers,
electronics, information technology and the Internet (collectively,
"technology"). Each of CMP's publications is designed for a distinct audience
within one of three groups: the builders, the sellers or the users of
technology. In terms of total advertising pages, the Company is one of the
largest technology publishers in the United States, with a 1996 U.S. market
share in excess of 20% according to Inquiry Management Systems ("IMS"), an
independent ad-tracking firm. In 1996, many of CMP's publications were the
leaders in their respective market niches and five of CMP's publications were
among the ten fastest-growing technology publications in the United States, in
terms of advertising pages according to IMS. The Company's revenues have nearly
doubled since 1992, increasing to $418.1 million in 1996 from $218.2 million in
1992. Income from operations increased to $28.8 million in 1996 from $7.4
million in 1992.

Of the three largest U.S. technology publishers, CMP is the only one which
serves the broad spectrum of builders, sellers and users of technology and which
is therefore able to offer technology advertisers access to customers in all
three groups. The "builders" include manufacturers, engineers, designers and
purchasers of electronic systems and components, including computers,
telecommunications equipment and related products. The "sellers" include
distributors, resellers and retailers of those products. The "users" include the
end-users, in business and at home, of information systems, computer systems,
personal computers, software, the Internet and related products and services.

Most of CMP's magazines and newspapers are controlled-circulation,
business-to-business trade publications which are distributed free of charge to
qualified subscribers and which generate revenues predominantly from the sale of
advertising space. In 1996, advertising revenues from the Company's
controlled-circulation publications accounted for approximately 72% of total
revenues. CMP also publishes paid-circulation magazines that generate revenue
not only from advertising but also from subscriptions and newsstand sales. The
Company has expanded its business internationally by acquiring an advertising
sales representative organization that serves local technology publishers
worldwide, by launching new wholly-owned and joint-venture editions of its U.S.
publications designed for local audiences and by licensing its U.S. publications
to local publishers outside the United States. CMP has also expanded onto the
Internet by making its publications and other information services available
through its World Wide Web sites.

The technology sector of the U.S. publishing industry has experienced
substantial growth as technology has become increasingly integrated into
business and consumer products and the demand for technology information and
analysis has increased. In 1996, the technology sector accounted for
approximately 35% of advertising dollars spent in U.S. business-to-business
publications according to Competitive Media Reporting, a media market-research
service. The total number of advertising pages for technology products in U.S.
technology and business publications was approximately 160,000 in 1996 according
to IMS, and the Company estimates that total 1996 revenues from these
advertising pages were between $1.5 billion and $1.7 billion.

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PUBLICATIONS AND SERVICES

CMP serves the builders and sellers of technology through its "OEM" and
"channel" publications, respectively, which include some of the Company's
longest-established publications. The Company serves large business users of
technology (including corporate, government and institutional users) through its
"enterprise computing" publications, and it serves desktop business users and
consumers through its "personal computing" publications, which include the
Company's paid-circulation magazines. CMP's publications and the years in which
they were launched are indicated below.

BUILDERS. CMP publishes two controlled-circulation newspapers that address
distinct audiences within the original equipment manufacturer ("OEM") sector of
the technology industry: Electronic Buyers' News (1971) and Electronic
Engineering Times (1972). Audiences for these publications include OEM
management, engineers, designers and purchasers of electronic systems and
components, including computers, telecommunications equipment, semiconductors,
software, peripherals and related products. According to IMS, CMP held the
largest market share in 1996 in the U.S. OEM publishing sector, accounting for
approximately 41% of the total advertising pages in all U.S. technology
publications serving this group of readers.

SELLERS. CMP publishes three controlled-circulation publications that
address distinct audiences within various technology distribution channels
(collectively, the "channel"): Computer Reseller News (1982), VARBusiness (1987)
and Computer Retail Week (1992). Audiences for these publications include
distributors, value-added resellers ("VARs"), retailers, systems integrators,
dealers, consultants, computer superstores, mass merchandisers, warehouse clubs,
consumer electronics retailers and mail-order sellers. According to IMS, CMP
held the largest market share in 1996 in the U.S. channel publishing sector,
accounting for approximately 76% of the total advertising pages in all U.S.
technology publications serving this group of readers.

USERS. CMP publishes three controlled-circulation publications that
address distinct audiences in business enterprises and other large
organizations: CommunicationsWeek (1984), InformationWeek (1985) and Network
Computing (1990). These audiences include information systems executives,
network communications and departmental applications managers, Internet and
intranet managers, and other purchasers and end-users of computers and
information technology products. According to IMS, CMP held the second largest
market share in 1996 in the U.S. enterprise computing publishing sector,
accounting for approximately 27% of the total advertising pages in all U.S.
technology publications serving this group of readers. CMP also publishes
paid-circulation magazines that address the needs of personal computer users,
such as technology professionals and users in large businesses, technology users
in small and home offices, and individuals: WINDOWS Magazine (1992), HomePC
(1994) and NetGuide Magazine (1994). According to IMS, CMP held the second
largest market share in 1996 in the U.S. personal computing publishing sector,
accounting for approximately 17% of the total advertising pages in all U.S.
technology publications serving this group of readers.

INTERNATIONAL. CMP publishes Informatiques Magazine (1994) in France and,
through joint ventures, publishes Computer Reseller News (1995) and
InformationWeek (1997) in Germany and InformationWeek (1997) in the U.K. The
Company also licenses its editorial content to non-U.S. publishers and acts as
advertising sales representative for a network of non-U.S. publications.

INTERNET SERVICES. With the 1994 launch of TechWeb, CMP became the first
major U.S. technology publisher to make all of its domestic print publications
accessible through a single World Wide Web site. The Company has announced that
in 1997 it will launch CMPnet, a World Wide Web site which will serve as a
single point of access for all of CMP's Internet services.

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GROWTH STRATEGY

CMP's objective is to continue to grow in revenues, profitability and
market share as a leading publisher of magazines and newspapers serving the
broad spectrum of builders, sellers and users of technology worldwide. The
Company believes that its ability to achieve its objective will be enhanced by
its strong relationships with advertisers, the broad market coverage of its
publications, its reputation for high-quality editorial content and its
experienced management team. To implement this objective, CMP has adopted the
following strategies, which it may pursue through internal growth, selective
acquisitions, joint ventures and licensing arrangements.

BUILD UPON STRENGTH OF EXISTING PUBLICATIONS. CMP will seek to increase
its overall market share of advertising pages by continuing to improve the
editorial and circulation quality of its publications, thereby providing
advertisers with increasingly effective access to their target audiences. The
Company believes that, by publishing for audiences across the spectrum of
builders, sellers and users of technology, it can offer advertisers a one-stop
purchasing opportunity which capitalizes on their need to reach audiences in
multiple markets. CMP also plans to continue selectively expanding the
circulation of its publications, which it expects will lead to higher net
average rates per page and therefore higher revenues and profits. In addition,
in response to advances in technology and changes in technology markets, CMP
will reposition existing publications from time to time in order to maximize
their market opportunities, accelerate their growth and increase their
profitability.

EXPAND INTERNATIONALLY. CMP believes that the strength of its existing
publications and its network of non-U.S. publications for which it provides
advertising sales representation enable it to take advantage of the growth of
technology markets internationally. The Company plans to expand its
international business primarily by launching local versions of its strongest
publications, either independently or in joint ventures with local publishers,
in those countries that have the largest or fastest-growing technology markets.
CMP also intends to expand its program of licensing its titles, designs and
editorial content to local publishers. In addition, CMP plans to expand M&T
International by increasing the number of publications it represents and opening
additional overseas sales offices.

EXPAND INTERNET SERVICES. The Company intends to continue using the
Internet to complement and extend the reach of its existing print publications
and to develop new online audiences for its advertisers. In addition to
aggregating its Internet services into the single CMPnet site and adding new
content and services, CMP will use a common CMPnet sales force, which CMP
believes will be cost-efficient and effective for its advertisers.

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RECENT DEVELOPMENTS

The Company estimates that revenues for the three months ended June 30,
1997 will be approximately $125.0 million, compared with $107.7 million for the
same period in 1996. Income from operations for the three months ended June 30,
1997 is anticipated to be approximately $13.5 million, compared with $9.2
million for the corresponding period of the prior year. It is anticipated that
this growth will be principally attributable to revenue increases for Computer
Reseller News and InformationWeek.

CMP has announced that it is centralizing the management of its enterprise
computing and personal computing publications, a change the Company believes
will better position it to offer advertisers a single point of access to the
users of technology. The Company also announced that it will cease publishing
NetGuide Magazine after its August 1997 issue and will integrate Internet-
related content into WINDOWS Magazine and its NetGuide Internet service. CMP
believes that the converging information needs of personal computer and Internet
users eliminate the necessity for a stand-alone monthly magazine exclusively
targeting the Internet user.

In addition, CMP has announced that CommunicationsWeek will change its name
to InternetWeek effective as of September 1, 1997, reflecting the impact of the
Internet on network communications. InternetWeek will continue to address the
information needs of network professionals and corporate managers, whose
purchasing responsibilities are increasingly shifting to focus on products and
applications based on Internet technologies.

OWNERSHIP

The Company was founded by Gerard G. Leeds and Lilo J. Leeds in 1971.
Immediately after the Offerings (as defined herein), Gerard Leeds, Lilo Leeds
and their children (collectively, the "Founding Family"), some of whom will
continue as directors and executive officers of the Company, will beneficially
own an aggregate of 17,047,050 shares of Class A Common Stock and Class B Common
Stock having approximately 97% of the outstanding aggregate voting power of the
Company's Common Stock. See "Risk Factors -- Concentration of Control;
Anti-Takeover Effect of Certain Provisions" and "Description of Capital Stock".

Upon the consummation of the Offerings, certain members of the Founding
Family will make a gift from their personal holdings of approximately 200,000
shares of Class A Common Stock to substantially all of the Company's employees.
See "Management -- Employee Share Grants". Following consummation of the
Offerings, the executive officers and other employees of the Company will
collectively own shares representing approximately 24% of the Company's Common
Stock.

The Company is a Delaware corporation, and its principal executive offices
are located at 600 Community Drive, Manhasset, New York 11030. Its telephone
number is (516) 562-5000.

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THE OFFERINGS

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Class A Common Stock offered:(1)
The Company..................... 3,750,000 shares
The Selling Stockholders........ 1,250,000 shares
------------
Total...................... 5,000,000 shares
============
Common Stock outstanding after the
Offerings:
Class A Common Stock............ 6,521,320 shares (2)
Class B Common Stock............ 16,103,250 shares (3)
------------
Total...................... 22,624,570 shares (2)
============
Voting rights........................ The Class A Common Stock and Class B Common Stock vote
as a single class on all matters requiring the
approval of the Company's stockholders, except as
otherwise required by law, with each share of Class A
Common Stock entitling its holder to one vote and each
share of Class B Common Stock entitling its holder to
ten votes.
Use of proceeds...................... The Company will use the $61.4 million net proceeds it
will receive from the Offerings to repay the
outstanding balance under the Company's revolving
credit agreement ($34.3 million as of March 31, 1997)
and to pay $26.0 million of the S Corporation
Distribution (as defined herein) to the Company's
current stockholders, and the balance will be used for
other general corporate purposes. See "Use of
Proceeds".
Proposed Nasdaq National Market
symbol............................. CMPX

---------------
(1) The offering of 4,000,000 shares of Class A Common Stock initially being
offered in the United States (the "U.S. Offering") and the offering of
1,000,000 shares of Class A Common Stock initially being offered outside the
United States (the "International Offering") are collectively referred to as
the "Offerings".

(2) Excludes 419,705 shares of Class A Common Stock issuable upon exercise of
outstanding options granted under the Company's Stock Incentive Plan and
712,855 shares of Class A Common Stock reserved for issuance and not yet
issued under the Stock Incentive Plan, 1,500,000 shares reserved for
issuance and not yet issued under the Company's Employee Stock Purchase Plan
and 35,000 shares of Class A Common Stock reserved for issuance and not yet
issued under the Company's Directors' Stock Compensation Plan. See
"Management -- Stock Incentive Plan", "-- Employee Stock Purchase Plan" and
"-- Director Compensation". Also excludes 2,642,640 shares of Class A Common
Stock issuable upon the exercise of outstanding options held by certain
members of the Company's senior management. See "Management -- Executive
Compensation -- Option/SAR Grants in Last Fiscal Year".

(3) Shares of Class B Common Stock are convertible at any time into Class A
Common Stock on a one-for-one basis and convert automatically into Class A
Common Stock upon a transfer to anyone other than a member of the Founding
Family or certain permitted transferees. In addition, shares of Common Stock
owned by members of the Founding Family are subject to certain transfer
restrictions. See "Risk Factors -- Concentration of Control; Anti-Takeover
Effect of Certain Provisions", "Certain Relationships and Related
Transactions" and "Principal and Selling Stockholders".

RISK FACTORS
For a discussion of certain considerations relevant to an investment in the
Class A Common Stock, see "Risk Factors".

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SUMMARY CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth summary consolidated financial and other
data for each of the years in the five-year period ended December 31, 1996 and
for the three months ended March 31, 1996 and 1997 and as of March 31, 1997. The
following information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's consolidated financial statements and notes thereto included
elsewhere in this Prospectus.

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THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------------- ------------------------
1992 1993 1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- ----------- ---------- -----------
(UNAUDITED)

STATEMENT OF INCOME DATA:
Revenues......................... $218,206 $258,919 $316,800 $382,360 $418,059 $84,910 $101,914
Operating costs and expenses:
Cost of revenues............... 99,200 110,698 129,250 166,092 172,475 38,104 42,941
Selling and promotion.......... 75,792 83,233 113,870 128,640 138,319 29,328 37,029
General and administrative..... 35,788 55,416 57,498 68,013 78,460 19,872 22,888
-------- -------- -------- -------- -------- -------- --------
Income (loss) from operations.... 7,426 9,572 16,182 19,615 28,805 (2,394) (944)
-------- -------- -------- -------- -------- -------- --------
Gain (loss) on sales of
businesses..................... 1,475 -- 13,650 (282) 1,434 1,216 --
Other income (expense), net...... 174 923 (863) (2,103) (2,476) 376 (3,047)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before provision
(benefit) for income taxes..... 9,075 10,495 28,969 17,230 27,763 (802) (3,991)
Pro forma provision (benefit) for
income taxes (1)............... 3,902 4,513 12,643 7,694 11,707 (338) (1,740)
-------- -------- -------- -------- -------- -------- --------
Pro forma net income (loss)(1)... $ 5,173 $ 5,982 $ 16,326 $ 9,536 $ 16,056 $ (464) $ (2,251)
======== ======== ======== ======== ======== ======== ========
Pro forma net income (loss) per
share(2)....................... $ 0.23 $ 0.27 $ 0.73 $ 0.42 $ 0.71 $ (0.02) $ (0.10)
======== ======== ======== ======== ======== ======== ========
Pro forma weighted average shares
outstanding(2)................. 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190
=========== =========== =========== =========== =========== =========== ===========
ADJUSTED PRO FORMA DATA(3):
Income (loss) before provision
(benefit) for income taxes..... $ 31,434 $ (3,528)
Provision (benefit) for income
taxes.......................... 13,256 (1,538)
-------- --------
Net income (loss)................ $ 18,178 $ (1,990)
======== ========
Net income (loss) per share
(4)............................ $ 0.78 $ (0.08)
======== ========
Weighted average shares
outstanding(4)................. 23,272,857 23,522,857
=========== ===========
OTHER DATA:
Depreciation and amortization.... $ 3,772 $ 3,539 $ 5,264 $ 6,351 $ 7,321 $ 1,896 $ 2,155
Interest (income) expense, net... 130 (194) (594) 713 457 127 348
EBITDA(5)........................ 12,977 13,840 33,639 24,294 35,541 1,221 (1,488)

Adjusted income (loss) from
operations(6).................. 8,754 11,646 18,712 22,065 31,809 (1,644) (851)
Adjusted EBITDA(7)............... 14,305 15,914 36,169 26,744 38,545 1,971 (1,395)

Operating cash flows............. 11,334 12,832 30,456 7,248 48,357 5,636 (9,888)
Investing cash flows............. (97) (6,587) (6,637) (1,459) (22,408) (338) (4,670)
Financing cash flows............. (11,608) (8,577) (20,814) (6,755) (25,319) (6,865) 7,837

Advertising pages(8)............. -- -- 35,006 36,912 38,925 8,126 8,567

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MARCH 31, 1997
-----------------------
PRO
ACTUAL FORMA(9)
---------- --------
(UNAUDITED)

BALANCE SHEET DATA:
Working capital........................ $ 15,579 $ 4,732
Total assets........................... 126,909 128,062
Total long-term debt................... 34,250 --
Total stockholders' equity............. 9,703 33,106

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---------------
(1) Pro forma provision (benefit) for income taxes and pro forma net income
(loss) are presented as if the Company were a C corporation for tax purposes
for all periods presented. See Notes 2 and 11 to the consolidated financial
statements included elsewhere in this Prospectus.

(2) Based on the weighted average number of shares of Common Stock, including
Common Stock equivalents outstanding, and includes (i) 898,287 additional
shares, representing the number of Common Stock options issued during the
twelve-month period prior to the Offerings as if they were outstanding for
all periods presented, and (ii) 2,683,333 additional shares, representing
the number of shares of Class A Common Stock to be issued and sold by the
Company in the Offerings, at the initial public offering price of $18.00 per
share, the mid-point of the range set forth on the cover page of this
Prospectus, the proceeds from which would be necessary to pay the S
Corporation Distribution, estimated to be approximately $38,000, and S
corporation distributions of approximately $10,300 made in the twelve months
preceding May 31, 1997 which were in excess of net income for such
twelve-month period. See "Use of Proceeds".

(3) The unaudited Adjusted Pro Forma Data give effect to the following
transactions as if they had occurred as of the beginning of each period
presented: (i) the change in tax status of the Company from an S corporation
to a C corporation, resulting in an effective tax rate of 42.2% for the year
ended December 31, 1996 and 43.6% for the three months ended March 31, 1997;
(ii) a reduction in interest expense of $667 for the year ended December 31,
1996 and $370 for the three months ended March 31, 1997 attributable to the
Company's long-term debt, which will be repaid out of the net proceeds of
the Offerings; (iii) the elimination of $3,004 for the year ended December
31, 1996 and $93 for the three months ended March 31, 1997, in compensation
expense to certain officers of the Company that will no longer be incurred
after the Offerings and (iv) an adjustment to the pro forma provision
(benefit) for income taxes to reflect the tax effect of the adjustments
described in clauses (ii) and (iii) of $1,549 for the year ended December
31, 1996 and $202 for the three months ended March 31, 1997. See "Use of
Proceeds" and "Management -- Executive Compensation -- Summary Compensation
Table".

(4) Based on the weighted average number of shares of Common Stock, including
Common Stock equivalents outstanding, and includes (i) 898,287 additional
shares, representing the number of Common Stock options issued during the
twelve-month period prior to the Offerings as if they were outstanding for
the periods presented, and (ii) 3,500,000 and 3,750,000 additional shares
for the year ended December 31, 1996 and the three months ended March 31,
1997, respectively, representing the number of shares of Class A Common
Stock to be issued and sold by the Company in the Offerings, at the initial
public offering price of $18.00 per share, the mid-point of the range set
forth on the cover page of this Prospectus, the proceeds from which would be
necessary to pay the S Corporation Distribution, estimated to be
approximately $38,000, and to repay long-term debt outstanding as of
December 31, 1996 and March 31, 1997.

(5) EBITDA means income (loss) before provision (benefit) for income taxes plus
depreciation and amortization plus interest (income) expense, net. EBITDA is
not intended to represent cash flows from operations and should not be
considered as an alternative to net income as an indicator of the Company's
operating performance or to cash flows as a measure of liquidity. The
Company believes that EBITDA is a standard measure commonly reported and
widely used by analysts, investors and other interested parties in the
publishing industry. Accordingly, this information has been disclosed herein
to permit a more complete comparative analysis of the Company's performance
relative to other companies in the industry. The Company's definition of
EBITDA may not be identical to similarly titled measures of other companies
and, therefore, may not necessarily be an accurate basis of comparison.

(6) Reflects income (loss) from operations adjusted for compensation to certain
officers of the Company that will no longer be incurred after the Offerings
of $1,328, $2,074, $2,530, $2,450 and $3,004 for the years ended December
31, 1992, 1993, 1994, 1995 and 1996, respectively, and $750 and $93 for the
three months ended March 31, 1996 and 1997, respectively.

(7) Adjusted EBITDA means EBITDA adjusted for compensation to certain officers
of the Company that will no longer be incurred after the Offerings. See Note
(6) above. See "Management -- Executive Compensation -- Summary Compensation
Table". Adjusted EBITDA includes gain (loss) on businesses sold and income
(loss) from operations of businesses sold. Excluding gain (loss) on
businesses sold and the related income (loss) from operations of businesses
sold for all periods presented, adjusted EBITDA would have been $15,136,
$19,618, $25,188, $25,978 and $37,207 for the years ended December 31, 1992,
1993, 1994, 1995 and 1996, and $862 and $(1,395) for the three months ended
March 31, 1996 and 1997, respectively.

(8) Advertising pages represents the total number of advertising pages in the
Company's print publications for each period according to IMS. Advertising
pages data are not presented for 1992 and 1993 because independently
compiled advertising pages data are not available for the Company's health
and travel-related publications, which were divested by the Company in July
1992 and January 1994, respectively. Advertising pages (according to IMS)
and revenues for the Company's technology publications were 25,544 and
$199,100 in 1992, respectively, and were 30,371 and $242,583 in 1993,
respectively.

(9) The unaudited pro forma consolidated balance sheet data give effect to the
issuance and sale of 3,750,000 shares of Class A Common Stock by the Company
at an assumed offering price of $18.00 per share, the mid-point of the range
set forth on the cover page of this Prospectus, providing assumed net
proceeds to the Company of $61,403, and utilization of such proceeds to
repay long-term debt outstanding and to pay $26,000 of the S Corporation
Distribution, estimated to be approximately $38,000 in total, as if the
issuance and sale had occurred as of March 31, 1997. See "Use of Proceeds".

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RISK FACTORS

In addition to the other information contained in this Prospectus, the
following risk factors should be considered carefully in evaluating the Company
and its business before purchasing the Class A Common Stock offered by this
Prospectus.

DEPENDENCE ON DEMAND FOR ADVERTISING

A substantial majority of the Company's revenues (approximately 88% in
1996) is derived from the sale of advertising space. Computer Reseller News,
InformationWeek, Electronic Engineering Times and WINDOWS Magazine each
accounted for more than 10% of CMP's total revenues in 1996. The Company's print
advertising space is generally not sold pursuant to long-term contracts. In the
event of a future general economic downturn or a recession in the United States,
the Company's advertisers may reduce their advertising budgets. Any material
decline in the demand for advertising by technology product advertisers would
have a material adverse effect on the Company's business, financial condition
and results of operations.

COMPETITION

The Company faces significant competition with respect to its print
publications from a number of technology publishers, some of which have
substantially greater financial resources than the Company, which may enhance
their ability to compete in the technology publishing market. In addition, the
Company faces broad competition for audiences and advertising revenue from other
media companies that produce magazines, newspapers and online content. Overall
competitive factors include product positioning, editorial quality, circulation,
price and customer service. Competition for advertising dollars is primarily
based on advertising rates, the nature and scope of readership, reader response
to advertisers' products and services and the effectiveness of sales teams. If
the Company is unable to compete successfully for advertisers and readers, the
Company's business, financial condition and results of operations could be
adversely affected. See "Business -- Competition".

NEW PRODUCT RISKS

The Company's success has depended largely upon its ability to monitor
rapidly changing technologies and market trends and to adapt its publications
and services to meet the evolving information needs of existing and emerging
target audiences. The Company's future success will depend in part on its
ability to continue offering new publications and services that successfully
gain market acceptance by addressing the needs of specific audience groups
within the Company's target markets. The process of internally researching and
developing, launching, gaining acceptance and establishing profitability for a
new publication or service, or assimilating and marketing an acquired
publication or service, is inherently risky and costly. New publications
generally incur significant operating losses and require several years and
significant investment to achieve profitability, with paid-circulation magazines
typically requiring a greater length of time and incurring a greater amount of
operating losses before achieving profitability than controlled-circulation
publications. New controlled-circulation publications launched within the last
ten years have typically incurred cumulative operating losses up to
approximately $12.6 million prior to achieving profitability or being
discontinued, sold or merged with other publications, while the Company's
paid-circulation magazines (WINDOWS Magazine, Home PC and NetGuide Magazine)
have incurred cumulative operating losses ranging from $18.0 to $25.0 million
since inception. There can be no assurance that the Company's efforts to
introduce new or assimilate acquired publications or services will be successful
or profitable. In addition, the Company has invested in certain Internet
services that are currently generating losses. In 1996, operating losses from
the Company's Internet services were approximately $11.8 million. The Internet
is still in the early stages of development as a commercial medium, and there
can be no assurance that these services will be successful or profitable. Costs
related to the development of new publications and services are expensed as
incurred and, accordingly, the Company's profitability from year to year may be
adversely affected by the number and timing of new product launches. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- New Publications and Services".

RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION

A component of the Company's growth strategy is further expansion into
international markets. The Company has limited experience in developing
localized versions of its publications and services and in

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marketing and distributing them internationally. In addition, there are certain
risks inherent in doing business in international markets, such as the
uncertainty of product acceptance by different cultures, the risks of divergent
business expectations or cultural incompatibility inherent in establishing joint
ventures with foreign partners, difficulties in staffing and managing
multinational operations, currency fluctuations, state-imposed restrictions on
the repatriation of funds and potentially adverse tax consequences. There can be
no assurance that one or more of such factors will not have a material adverse
effect on the Company's future international operations and, consequently, on
the Company's results of operations. See "Business -- Publications and
Services -- International".

EFFECT OF INCREASES IN PAPER AND POSTAGE COSTS

Paper for the Company's magazines and newspapers is a significant expense,
accounting for 9.9% of total operating expenses in 1996. Paper prices have been
volatile over the past several years. They began to rise in 1994, rose
significantly in 1995, dropped in 1996 and have decreased slightly in 1997. The
Company does not use forward contracts and all of its paper supply contracts
provide for price adjustments on a quarterly basis to reflect then-prevailing
market prices. As a result, unexpected or significant increases in paper prices
may have an adverse effect on the Company's future results of operations.
Postage for newspaper and magazine distribution is also a significant expense
for the Company, which generally uses regular mail service. Postage costs
increase periodically and can be expected to increase in the future. No
assurance can be given that the Company can recoup paper or postage cost
increases by passing them through to its advertisers and readers and,
accordingly, such cost increases could have a material adverse effect on the
Company's results of operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business -- Production".

HISTORICAL OPERATING LOSSES IN THE FIRST QUARTER

The Company typically has experienced losses in the first quarter of the
year, primarily due to lower advertising sales during that period. The amount of
such losses varies from year to year because of a variety of factors, primarily
the timing of new product launches. The Company incurred losses from operations
of approximately $0.9 million and $2.4 million in the first quarter of 1997 and
1996, respectively, and may continue to incur first-quarter losses in subsequent
years. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Seasonality".

CONCENTRATION OF CONTROL; ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS

The Company has two classes of authorized voting Common Stock, Class A
Common Stock and Class B Common Stock. The rights of the Class A Common Stock
and the Class B Common Stock are identical, except that holders of the Class A
Common Stock are entitled to one vote per share, holders of the Class B Common
Stock are entitled to ten votes per share, and Class B Common Stock may be
converted into Class A Common Stock on a share-for-share basis. Both classes
will vote together as one class on all matters generally submitted to a vote of
stockholders, including the election of directors.

After consummation of the Offerings, the Founding Family will beneficially
own an aggregate of 17,047,050 shares of Class A Common Stock and Class B Common
Stock having approximately 97% of the aggregate outstanding voting power of the
Company's Common Stock. As a result, these stockholders will have the collective
ability to elect the Company's directors and to determine the outcome of
corporate actions requiring stockholder approval. This concentration of
ownership and the disproportionate voting rights between the Class A Common
Stock and the Class B Common Stock may make the Company a less attractive target
for a takeover than it otherwise might be, or render more difficult or
discourage a merger proposal, a tender offer or a proxy contest. See
"Management" and "Principal and Selling Stockholders". In addition, the members
of the Founding Family have entered into a stockholders' agreement that contains
provisions relating to the transfer and voting of shares of Common Stock held by
the holders of shares of Class B Common Stock. See "Certain Relationships and
Related Transactions".

Pursuant to the Company's revolving credit agreement, certain members of
the Founding Family have entered into a negative pledge agreement under which
they are restricted from transferring shares of their Common Stock. The lenders
under the revolving credit agreement have agreed to amend the negative pledge
agreement in order to permit the Selling Stockholders who are parties to such

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agreement to sell the shares of Class A Common Stock being sold by them in the
Offerings and to make certain gifts of Class A Common Stock. In addition, the
Company's revolving credit agreement provides that changes in control of the
Company and transfers of Common Stock made in breach of the negative pledge
agreement will constitute an event of default under the revolving credit
agreement, which would permit the lenders to accelerate outstanding indebtedness
thereunder. These provisions may have the effect of delaying, deterring or
preventing a change of control of the Company.

After consummation of the Offerings, the Board of Directors will have the
authority to issue up to 5,000,000 shares of Preferred Stock and to determine
the price, rights, preferences, privileges and restrictions, including voting
rights, of those shares without any further vote or action by the stockholders.
The rights of the holders of Class A Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any Preferred Stock that may
be issued in the future. The issuance of Preferred Stock may have the effect of
delaying, deterring or preventing a change of control of the Company without
further action by the stockholders and may adversely affect the voting and other
rights of the holders of Class A Common Stock. The Company has no present plans
to issue shares of Preferred Stock.

Further, the Company's amended and restated certificate of incorporation
and restated bylaws will limit the ability of stockholders to raise matters at a
meeting of stockholders without giving advance notice, which may have the effect
of deterring hostile takeovers or delaying or preventing changes in control or
management of the Company. Certain aspects of Delaware law applicable to the
Company may also have the effect of discouraging takeover attempts. These
provisions may limit the ability of stockholders to approve transactions that
they may deem to be in their best interests or transactions in which
stockholders might otherwise receive a premium for their shares over the
prevailing market prices. See "Description of Capital Stock".

SHARES ELIGIBLE FOR FUTURE SALE
After consummation of the Offerings, there will be 6,521,320 shares of
Class A Common Stock outstanding (22,624,570 shares assuming the conversion of
all outstanding shares of Class B Common Stock), of which the 5,000,000 shares
of Class A Common Stock sold pursuant to the Offerings (together with any shares
sold under the Underwriters' over-allotment options) will be tradeable without
restriction by persons other than "affiliates" of CMP. The remaining shares of
Class A Common Stock (including any Class A Common Stock issued upon conversion
of Class B Common Stock) will be deemed "restricted" securities within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and,
as such, may not be sold in the absence of registration under the Securities Act
or an exemption therefrom, including the exemptions contained in Rule 144 under
the Securities Act. No prediction can be made as to the effect, if any, that
future sales of shares of Class A Common Stock, or the availability of such
shares for future sales, will have on the market price of the shares of Class A
Common Stock prevailing from time to time. Sales of substantial amounts of Class
A Common Stock, or the perception that such sales could occur, could adversely
affect prevailing market prices for the Class A Common Stock, and such a
reduction in the market price of the Class A Common Stock could impair the
ability of the Company to raise additional capital through future public
offerings of its equity securities.

Certain members of the Founding Family will make a gift from their personal
holdings of an aggregate of approximately 200,000 shares of Class A Common Stock
to substantially all of the employees of the Company upon the consummation of
the Offerings, which shares will be held in trust for such employees for one
year. See "Management -- Employee Share Grants". Options to purchase 419,705
shares of Class A Common Stock have been granted under the Company's Stock
Incentive Plan and 712,855 additional shares of Class A Common Stock are
available for grants under the Stock Incentive Plan. Of the shares available
under the Stock Incentive Plan, options to purchase 393,250 shares of Class A
Common Stock will be granted prior to or concurrently with the Offerings. See
"Management -- Stock Incentive Plan". The Company has also reserved 1,500,000
shares of Class A Common Stock for issuance under the Company's Employee Stock
Purchase Plan and 35,000 shares of Class A Common Stock for issuance under the
Company's Directors' Stock Compensation Plan. See "Management -- Employee Stock
Purchase Plan" and "-- Director

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Compensation". In addition, options to purchase 2,642,640 shares of Class A
Common Stock are held by certain members of senior management. See
"Management -- Executive Compensation -- Option/SAR Grants in Last Fiscal Year".
The Company intends to file one or more registration statements on Form S-8
under the Securities Act to register shares of Class A Common Stock subject to
stock options granted under the Stock Incentive Plan and the shares available
under the Employee Stock Purchase Plan as well as those shares subject to the
options held by certain members of senior management that will permit resale of
such shares, subject to the Rule 144 volume limitations applicable to affiliates
of the Company and any agreements between option holders and the representatives
of the Underwriters.

The Company, its directors, certain executive officers and the holders of
Class B Common Stock (including the Selling Stockholders) have agreed that,
subject to certain limited exceptions, during the period beginning from the date
of this Prospectus and continuing to and including the date 180 days after the
date of this Prospectus, they will not offer, sell, contract to sell or
otherwise dispose of any securities of the Company (other than pursuant to
employee stock option and stock purchase plans existing, or on the conversion or
exchange of convertible or exchangeable securities outstanding, on the date of
this Prospectus) which are substantially similar to the shares of Class A Common
Stock or which are convertible or exchangeable into securities which are
substantially similar to the shares of Class A Common Stock, without the prior
written consent of Goldman, Sachs & Co. No assurance can be given that a holder
of the Class B Common Stock will not decide, based upon then prevailing market
and other conditions, to convert all or a portion of his or her shares of Class
B Common Stock to shares of Class A Common Stock and to dispose of such shares
pursuant to the provisions of Rule 144 under the Securities Act, subject to the
holding period and volume limitations of Rule 144 and the 180-day lock-up
agreement.

The members of the Founding Family have entered into a stockholders'
agreement that contains provisions restricting the transfer of shares of Common
Stock held by the holders of shares of Class B Common Stock. In addition, the
holders of the shares of Class B Common Stock have the right to require the
Company to register under the Securities Act the shares of Class A Common Stock
into which their shares of Class B Common Stock are convertible. See "Certain
Relationships and Related Transactions", "Principal and Selling Stockholders",
"Shares Eligible for Future Sale" and "Underwriting".

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offerings, there has been no public market for the Company's
Class A Common Stock, and there can be no assurance that an active public market
for the Company's Class A Common Stock will develop or be sustained after the
Offerings. The initial public offering price will be determined by negotiation
between the Company and the representatives of the Underwriters based upon
several factors. See "Underwriting" for a discussion of the factors to be
considered in determining the initial public offering price. The trading price
of the Company's Class A Common Stock could be subject to wide fluctuations in
response to quarterly variations in operating results, announcements of new
publications or technological innovations by the Company or its competitors,
changes in financial estimates by securities analysts, the operating and stock
price performance of other companies that investors may deem comparable to the
Company and other events or factors. Moreover, in some future quarter the
Company's operating results may fall below the expectations of securities
analysts and investors. In such event, the market price of the Company's Class A
Common Stock would likely be materially and adversely affected. In addition, the
stock market in general has experienced extreme volatility that often has been
unrelated to the operating performance of particular companies which are traded
on the market. These broad market and industry fluctuations may adversely affect
the trading price of the Company's Class A Common Stock, regardless of the
Company's operating performance.

IMMEDIATE AND SUBSTANTIAL DILUTION

The initial public offering price of the Class A Common Stock is higher
than the book value per outstanding share of Class A Common Stock. Accordingly,
purchasers in the Offerings will suffer immediate and substantial dilution of
$16.68 in the net tangible book value per share of the Class A Common Stock from
the initial public offering price. After the Offerings, investors who purchase
Class A Common Stock pursuant to the Offerings will have paid 90.6% of the total
consideration paid to the Company for shares of Common Stock by all stockholders
since the formation of the Company in 1971 and will own 22.1% of the shares of
Common Stock of the Company. Additional dilution will occur upon the exercise of
outstanding options granted by the Company. See "Dilution".

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USE OF PROCEEDS

The net proceeds to the Company from the sale of the 3,750,000 shares of
Class A Common Stock offered by the Company pursuant to the Offerings are
estimated to be $61.4 million ($74.0 million if the Underwriters' over-allotment
options are exercised in full), assuming an initial public offering price of
$18.00 per share, the mid-point of the range set forth on the cover page of this
Prospectus, and after deducting the estimated underwriting discount and offering
expenses. The Company will not receive any proceeds from the sale of shares of
Class A Common Stock by the Selling Stockholders hereunder. See "Principal and
Selling Stockholders".

The Company will use a portion of the net proceeds from the Offerings to
repay the outstanding balance under its revolving credit agreement. As of March
31, 1997, the outstanding balance under the revolving credit agreement was $34.3
million and the weighted average interest rate was approximately 6%. Borrowings
under the revolving credit agreement have been used to fund working capital
requirements and to pay dividends representing prior earnings to the Company's
current stockholders.

The Company elected to be treated as an S corporation beginning January 1,
1987 and, therefore, the income of the Company is attributable to its current
stockholders for federal and certain state and local tax purposes. Upon
consummation of the Offerings, the Company will terminate its S corporation
election and will become subject to U.S. federal, state and local income taxes
at prevailing corporate rates. In connection with the termination of the
Company's S corporation election, the Company will pay to its current
stockholders a distribution (the "S Corporation Distribution"), which will be
declared, but not paid, prior to the Offerings. The S Corporation Distribution
will be equal to the amount of the Company's earnings which are taxable to its
current stockholders and have not been previously distributed to them. The S
Corporation Distribution will consist of undistributed earnings for the year
ended December 31, 1996 and a proportional share of the Company's entire 1997
earnings (based on the number of days in the period) for the period beginning
January 1, 1997 and ending on the date that the Company's S corporation election
is terminated. The Company currently estimates that the S Corporation
Distribution will be approximately $38 million, a significant portion of which
will be used by the stockholders of the Company to pay taxes they will owe on
the Company's income attributable to them as stockholders of an S corporation.
The actual amount of the S Corporation Distribution will be based on the date of
termination of the Company's S corporation election and actual 1997 earnings.
The Company will use $26 million of the net proceeds of the Offerings to pay a
portion of the S Corporation Distribution upon consummation of the Offerings
and, once the actual S Corporation Distribution is determined, the Company will
use cash on hand to fund the balance of the S Corporation Distribution.
Purchasers of shares of Class A Common Stock in the Offerings will not be
entitled to any portion of the S Corporation Distribution.

The Company plans to use any remaining net proceeds from the Offerings for
other general corporate purposes.

DIVIDEND POLICY

The Company paid cash dividends of $7,825,000 and $38,258,678 to its
stockholders in the years ended December 31, 1995 and 1996, respectively,
primarily to fund taxes owed by the stockholders on the Company's income
attributable to them as stockholders of an S corporation and to distribute
earnings of the Company on which such stockholders had previously paid income
tax. In addition, the Company will make the S Corporation Distribution to its
current stockholders. See "Use of Proceeds".

After consummation of the Offerings and except for payment of the S
Corporation Distribution, the Company intends to retain all available funds for
use in the operation and expansion of its business, and the Company does not
anticipate that any cash dividends will be declared or paid in the foreseeable
future. In addition, the Company's revolving credit agreement restricts the
Company's ability to pay dividends.

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DILUTION

As of March 31, 1997, the net tangible book value of CMP was $6.5 million,
or $0.34 per share of Common Stock. Net tangible book value per share represents
the Company's total tangible assets less total liabilities divided by total
shares of Common Stock outstanding. After giving effect to (i) the net proceeds
received by the Company from the sale of shares of Class A Common Stock pursuant
to the Offerings at an assumed initial public offering price of $18.00 per
share, the mid-point of the range set forth on the cover page of this
Prospectus, and assuming no exercise of the Underwriters' over-allotment options
and (ii) the S Corporation Distribution to the Company's current stockholders,
the pro forma net tangible book value of CMP as of March 31, 1997, would have
been $29.9 million, or $1.32 per share of Common Stock. Such amount represents
an immediate increase in pro forma net tangible book value of $0.98 per share of
Common Stock to the Company's existing stockholders and immediate dilution to
new investors of $16.68 per share of Class A Common Stock. The following table
illustrates the per share dilution in pro forma net tangible book value to new
investors:

[Download Table]

Assumed initial public offering price per share............... $ 18.00
Net tangible book value per share as of March 31, 1997... $ 0.34
Decrease in net tangible book value per share attributable to
the S Corporation Distribution...................... (1.68)
Increase in net tangible book value per share attributable
to net proceeds of the Offerings.................... 2.66
------
Pro forma net tangible book value per share as of March 31,
1997 after the Offerings.................................... 1.32
------
Dilution per share to new investors........................... $ 16.68
======

The following table summarizes, on a pro forma basis as of March 31, 1997,
the number of shares of Common Stock purchased from CMP, the total consideration
paid and the average price per share paid by the Company's existing stockholders
and by new investors purchasing shares of Class A Common Stock in the Offerings
at an assumed initial public offering price of $18.00 per share, the mid-point
of the range set forth on the cover page of this Prospectus, and assuming no
exercise of the Underwriters' overallotment options:

[Enlarge/Download Table]

SHARES OF
COMMON STOCK TOTAL CONSIDERATION
PURCHASED (IN THOUSANDS) AVERAGE PRICE
------------------ ------------------- PER SHARE
NUMBER PERCENT AMOUNT PERCENT OF COMMON STOCK
----------- ----- ------------ ----- ---------------

Existing stockholders (Class A
Common Stock and Class B Common
Stock)(1)........................ 17,624,570 77.9% $ 9,364,000 9.4% $ 0.53
New stockholders (Class A Common
Stock)(1)........................ 5,000,000 22.1% 90,000,000 90.6% $ 18.00
---------- ----- ------------ -----
Total......................... 22,624,570 100.0% $ 99,364,000 100.0%
========== ===== ============ =====

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

(1) Excludes (i) 419,705 shares of Class A Common Stock issuable upon exercise
of outstanding options granted under the Company's Stock Incentive Plan and
712,855 shares of Class A Common Stock reserved for issuance and not yet
issued under the Stock Incentive Plan, (ii) 1,500,000 shares of Class A
Common Stock reserved for issuance and not yet issued under the Company's
Employee Stock Purchase Plan, (iii) 35,000 shares of Class A Common Stock
reserved for issuance and not yet issued under the Company's Directors'
Stock Compensation Plan and (iv) 2,642,640 shares of Class A Common Stock
issuable upon exercise of outstanding stock options held by certain members
of the Company's senior management. See "Management -- Stock Incentive
Plan", "-- Employee Stock Purchase Plan", "-- Director Compensation" and
"-- Executive Compensation -- Option/SAR Grants in Last Fiscal Year".

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CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1997 (i) on an actual basis and (ii) on a pro forma basis after giving
effect to (a) an increase in the number of authorized shares of Common Stock,
(b) the sale of 3,750,000 shares of Class A Common Stock by the Company pursuant
to the Offerings at an assumed initial public offering price of $18.00 per
share, the mid-point of the range set forth on the cover page of this Prospectus
(less the underwriting discount and estimated offering expenses), and assuming
no exercise of the Underwriters' over-allotment options, (c) the repayment of
$34.3 million of outstanding indebtedness under the Company's revolving credit
agreement with a portion of the net proceeds therefrom and (d) the termination
of the Company's S corporation election and payment of $26 million of the S
Corporation Distribution to the Company's current stockholders, estimated to be
approximately $38 million in total. See "Use of Proceeds". This table should be
read in conjunction with the Company's consolidated financial statements and the
notes thereto included elsewhere in this Prospectus.

[Enlarge/Download Table]

MARCH 31, 1997
------------------------
ACTUAL PRO FORMA
--------- ---------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE AND
SHARE AMOUNTS)

Cash and cash equivalents........................................... $ -- $ 1,153
======== ========
Long-term debt...................................................... $ 34,250 $ --
======== ========
Stockholders' equity:
Class A Common Stock, par value $.01 per share, 50,000,000
shares authorized, 1,321,320 shares issued and outstanding,
actual; par value $.01 per share, 50,000,000 shares
authorized, 6,521,320 shares issued and outstanding, pro
forma(1)...................................................... 13 65
Class B Common Stock, par value $.01 per share, 20,000,000
shares authorized, 17,553,250 shares issued and outstanding,
actual; par value $.01 per share, 20,000,000 shares
authorized, 16,103,250 shares issued and outstanding, pro
forma......................................................... 176 161
Additional paid-in capital.......................................... 17,860 48,041
Retained earnings................................................... 6,815 --
Unamortized restricted stock compensation........................... (14,693) (14,693)
Other............................................................... (468) (468)
-------- --------
Total stockholders' equity................................ $ 9,703 $ 33,106
======== ========

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

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SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth selected consolidated financial and other
data for each of the years in the five-year period ended December 31, 1996 and
as of December 31 for each of such years and for the three months ended March
31, 1996 and 1997 and as of March 31, 1997. The selected consolidated statement
of income data for the years ended December 31, 1994, 1995 and 1996 and the
selected consolidated balance sheet data as of December 31, 1995 and 1996 have
been derived from the consolidated financial statements of the Company audited
by Coopers & Lybrand L.L.P., independent accountants, whose report with respect
thereto is included elsewhere in this Prospectus. The consolidated statement of
income data for the years ended December 31, 1992 and 1993 and consolidated
balance sheet data as of December 31, 1992, 1993 and 1994 have been derived from
the consolidated financial statements of the Company audited by Coopers &
Lybrand L.L.P. and not included herein. The selected consolidated statement of
income data for the three months ended March 31, 1996 and 1997 and the selected
consolidated balance sheet data as of March 31, 1997 have been derived from the
unaudited consolidated financial statements of the Company, which in the opinion
of management include all adjustments (consisting of normal recurring
adjustments) which are necessary to present fairly the results of operations and
financial position of the Company for the periods and at the date presented. The
results of operations for the three months ended March 31, 1997 are not
necessarily indicative of the results to be expected for the full year. The pro
forma consolidated financial data are not necessarily indicative of what the
actual financial position and results of operations of the Company would have
been as of and for the periods indicated, nor do they purport to represent the
Company's future financial position and results of operations. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Company's
consolidated financial statements and notes thereto included elsewhere in this
Prospectus.

[Enlarge/Download Table]

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------------------------------------- -----------------------
1992 1993 1994 1995 1996 1996 1997
---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)

STATEMENT OF INCOME DATA:
Revenues..................... $218,206 $258,919 $316,800 $382,360 $418,059 $84,910 $101,914
Operating costs and expenses:
Cost of revenues........... 99,200 110,698 129,250 166,092 172,475 38,104 42,941
Selling and promotion...... 75,792 83,233 113,870 128,640 138,319 29,328 37,029
General and
administrative........... 35,788 55,416 57,498 68,013 78,460 19,872 22,888
--------- --------- --------- --------- --------- -------- ---------
Income (loss) from
operations................. 7,426 9,572 16,182 19,615 28,805 (2,394) (944)
--------- --------- --------- --------- --------- -------- ---------
Gain (loss) on sales of
businesses................. 1,475 -- 13,650 (282) 1,434 1,216 --
Other income (expense), net.. 174 923 (863) (2,103) (2,476) 376 (3,047)
--------- --------- --------- --------- --------- -------- ---------
Income (loss) before
provision (benefit) for
income taxes............... 9,075 10,495 28,969 17,230 27,763 (802) (3,991)
Pro forma provision (benefit)
for income taxes(1)........ 3,902 4,513 12,643 7,694 11,707 (338) (1,740)
--------- --------- --------- --------- --------- -------- ---------
Pro forma net income
(loss)(1).................. $ 5,173 $ 5,982 $ 16,326 $ 9,536 $ 16,056 $ (464) $ (2,251)
========= ========= ========= ========= ========= ======== =========
Pro forma net income (loss)
per share(2)............... $ 0.23 $ 0.27 $ 0.73 $ 0.42 $ 0.71 $ (0.02) $ (0.10)
========= ========= ========= ========= ========= ======== =========
Pro forma weighted average
shares outstanding(2)...... 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190
========== ========== ========== ========== ========== ========== ==========

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[Enlarge/Download Table]

THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------------------------- -----------------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- -------- ----------- -------- ------------
(UNAUDITED)

ADJUSTED PRO FORMA DATA(3):
Income (loss) before provision
(benefit) for income taxes......... $31,434 $(3,528)
Provision (benefit) for income
taxes.............................. 13,256 (1,538)
--------- ----------
Net income (loss).................... $18,178 $(1,990)
========= ==========
Net income (loss) per share(4)....... $ 0.78 $ (0.08)
========= ==========
Weighted average shares
outstanding(4)..................... 23,272,857 23,522,857
========== ==========
OTHER DATA:
Depreciation and amortization........ $ 3,772 $ 3,539 $ 5,264 $ 6,351 $ 7,321 $ 1,896 $ 2,155
Interest (income) expense, net....... 130 (194) (594) 713 457 127 348
EBITDA(5)............................ 12,977 13,840 33,639 24,294 35,541 1,221 (1,488)

Adjusted income (loss) from
operations(6)...................... 8,754 11,646 18,712 22,065 31,809 (1,644) (851)
Adjusted EBITDA(7)................... 14,305 15,914 36,169 26,744 38,545 1,971 (1,395)
Operating cash flows................. 11,334 12,832 30,456 7,248 48,357 5,636 (9,888)
Investing cash flows................. (97) (6,587) (6,637) (1,459) (22,408) (338) (4,670)
Financing cash flows................. (11,608) (8,577) (20,814) (6,755) (25,319) (6,865) 7,837
Advertising pages(8)................. -- -- 35,006 36,912 38,925 8,126 8,567

[Enlarge/Download Table]

DECEMBER 31, MARCH 31, 1997
---------------------------------------------------- -----------------------
1992 1993 1994 1995 1996 ACTUAL PRO FORMA(9)
------- ------- ------- -------- ----------- -------- ------------
(UNAUDITED)

BALANCE SHEET DATA:
Working capital...................... $13,559 $12,415 $ 2,416 $ 23,887 $ 11,865 $ 15,579 $ 4,732
Total assets......................... 52,254 65,845 93,668 113,326 123,935 126,909 128,062
Total long-term debt................. -- -- -- 12,000 25,000 34,250 --
Total stockholders' equity........... 22,068 23,473 19,345 27,827 16,713 9,703 33,106

(2) Based on the weighted average number of shares of Common Stock, including
Common Stock and Common Stock equivalents outstanding, and includes (i)
898,287 additional shares, representing the number of Common Stock options
issued during the twelve-month period prior to the Offerings as if they were
outstanding for all periods presented, and (ii) 2,683,333 additional shares,
representing the number of shares of Class A Common Stock to be issued and
sold by the Company in the Offerings, at the initial public offering price
of $18.00 per share, the mid-point of the range set forth on the cover page
of this Prospectus, the proceeds from which would be necessary to pay the S
Corporation Distribution, estimated to be approximately $38,000, and S
corporation distributions of approximately $10,300 made in the twelve months
preceding May 31, 1997 which were in excess of net income for such twelve-
month period. See "Use of Proceeds".

(3) The unaudited Adjusted Pro Forma Data give effect to the following
transactions as if they had occurred as of the beginning of each period
presented: (i) the change in tax status of the Company from an S corporation
to a C corporation, resulting in an effective tax rate of 42.2% for the year
ended December 31, 1996 and 43.6% for the three months ended March 31, 1997;
(ii) a reduction in interest expense of $667 for the year ended December 31,
1996 and $370 for the three months ended March 31, 1997 attributable to the
Company's long-term debt, which will be repaid out of the net proceeds of
the Offerings; (iii) the elimination of $3,004 for the year ended December
31, 1996 and $93 for the three months ended March 31, 1997 in compensation
expense to certain officers of the Company that will no longer be incurred
after the Offerings and (iv) an adjustment to the pro forma provision
(benefit) for income taxes to

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reflect the tax effect of the adjustments described in clauses (ii) and
(iii) of $1,549 for the year ended December 31, 1996 and $202 for the three
months ended March 31, 1997. See "Use of Proceeds" and
"Management -- Executive Compensation -- Summary Compensation Table".

(4) Based on the weighted average number of shares of Common Stock, including
Common Stock equivalents outstanding, and includes (i) 898,287 additional
shares, representing the number of Common Stock options issued during the
twelve-month period prior to the Offerings as if they were outstanding for
all periods presented, and (ii) 3,500,000 and 3,750,000 additional shares
for the year ended December 31, 1996 and the three months ended March 31,
1997, respectively, representing the number of shares of Class A Common
Stock to be issued and sold by the Company in the Offerings, at the initial
public offering price of $18.00 per share, the mid-point of the range set
forth on the cover page of this Prospectus, the proceeds from which would be
necessary to pay the S Corporation Distribution, estimated to be
approximately $38,000, and to repay long-term debt outstanding as of
December 31, 1996 and March 31, 1997.

(7) Adjusted EBITDA means EBITDA adjusted for compensation to certain officers
of the Company that will no longer be incurred after the Offerings. See Note
(6) above. See "Management -- Executive Compensation -- Summary Compensation
Table". Adjusted EBITDA includes gain (loss) on businesses sold and income
(loss) from operations of businesses sold. Excluding gain (loss) on
businesses sold and the related income (loss) from operations of businesses
sold for all periods presented, adjusted EBITDA would have been $15,136,
$19,618, $25,188, $25,978 and $37,207 for the years ended December 31, 1992,
1993, 1994, 1995 and 1996, respectively, and $862 and $(1,395) for the three
months ended March 31, 1996 and 1997, respectively.

(9) The unaudited pro forma consolidated balance sheet data give effect to the
issuance and sale of 3,750,000 shares of Class A Common Stock by the Company
at an assumed offering price of $18.00 per share, the mid-point of the range
set forth on the cover page of this Prospectus, providing assumed net
proceeds to the Company of $61,403, and utilization of such proceeds to
repay long-term debt outstanding, and to pay $26,000 of the S Corporation
Distribution, estimated to be approximately $38,000 in total, as if the
issuance and sale had occurred as of March 31, 1997. See "Use of Proceeds".

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

CMP publishes controlled-circulation, business-to-business trade
publications and paid-circulation magazines and also provides Internet services.
A substantial portion of the Company's revenues are derived from the sale of
advertising space in its publications. The Company also earns revenues from paid
subscriptions, newsstand sales, list rentals, reprints and licensing of the
editorial content, designs and titles of its publications. In 1996, advertising
revenues from all of the Company's publications and services accounted for
approximately 88% of total revenues. Advertising revenues from
controlled-circulation publications accounted for approximately 72% of the
Company's total revenues in 1996.

The Company's revenues and profitability are influenced by a number of
external factors, the most significant of which include the pace at which new
technology products are introduced; the extent to which companies selling such
products elect to advertise using print or online media rather than other
advertising media; trends in paper prices and postal rates which, in certain
years, have increased at levels in excess of the rate increases which could
reasonably be passed along to customers; and the level of competition in various
market sectors among the major technology publishers.

NEW PUBLICATIONS AND SERVICES

As part of its growth strategy, the Company invests in new publications and
services aimed at the builders, sellers and users of technology. New
publications generally incur significant operating losses and require several
years to achieve profitability, with paid-circulation magazines typically
requiring a greater length of time and incurring a greater amount of operating
losses before achieving profitability than controlled-circulation publications.
New controlled-circulation publications launched within the last ten years have
typically incurred cumulative operating losses up to approximately $12.6 million
prior to achieving profitability or being discontinued, sold or merged with
other publications, while the Company's paid-circulation magazines (WINDOWS
Magazine, Home PC and NetGuide Magazine) have incurred cumulative operating
losses ranging from approximately $18.0 million to $25.0 million since
inception. New Internet services have incurred significant operating losses, and
the amount of time required for these services to achieve profitability remains
uncertain as the Internet is still in the early stages of development as a
commercial medium. In 1996, operating losses from the Company's Internet
services were approximately $11.8 million. CMP funds the launches of new
publications and services with cash flow from operations and, to a lesser
extent, with borrowings under the revolving credit agreement. The Company does
not capitalize development costs or start-up expenses for new publications and
services. Costs related to the development of new publications and services are
expensed as incurred.

If the Company concludes that a new publication or service will not achieve
certain benchmarks with regard to revenues, profitability and cash flow within a
reasonable period of time, management will modify or reposition the publication
or service, incorporate it into another publication or service or discontinue
it. For example, the Company announced that it will cease publishing NetGuide
Magazine after its August 1997 issue and will integrate Internet-related content
into WINDOWS Magazine and its NetGuide Internet service. See "Prospectus
Summary -- Recent Developments". Significant publication and service launches in
the past three years include HomePC (1994), Informatiques Magazine (1994),
TechWeb (1994) and NetGuide (the Internet service formerly known as NetGuide
Live) (1996). While revenues from these publications and services have increased
from 1994 to 1996, there have been substantial operating losses involved. The
Company expects that some or all of these publications and services will
continue to generate negative cash flow in 1997, and there can be no assurance
that these publications and services will generate positive cash flow in the
future. See "Risk Factors -- New Product Risks".

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CERTAIN COMPENSATION EXPENSES

Upon the consummation of the Offerings, certain members of the Founding
Family will make a gift from their personal holdings of approximately 200,000
shares of Class A Common Stock to substantially all of the employees of the
Company. See "Management -- Employee Share Grants". As required by generally
accepted accounting principles, the Company will, at the date of the gift,
record a one-time, non-cash compensation charge which will reduce income before
provision for income taxes for 1997 by approximately $3.6 million.

In November 1996, the Co-Chairpersons of the Company, who are principal
stockholders of the Company, sold 1,321,320 shares of Class A Common Stock,
representing approximately 7% of the Company's Common Stock outstanding at that
time, to Michael Leeds, Daniel Leeds and Kenneth Cron for an aggregate purchase
price of $1.4 million, or $1.05 per share. See "Management -- Compensation
Committee Interlocks and Insider Participation" and "Certain Relationships and
Related Transactions". At the date of this transaction, the shares of Class A
Common Stock purchased by the senior executives had an appraised fair market
value of $16.8 million and, accordingly, the Company will recognize a total of
$15.4 million in non-cash compensation expense pro rata over the vesting periods
for such shares, which range from seven to nine years. Related non-cash
compensation expense was approximately $0.2 million in 1996 and will be
approximately $1.9 million in 1997.

Each of the Co-Chairpersons of the Company received compensation as
executive officers totaling approximately $1.5 million in salary and bonuses for
the year ended December 31, 1996. In 1997, each of the Co-Chairpersons will
receive compensation of approximately $15,500 per month through the date of
consummation of the Offerings. After the Offerings, the Co-Chairpersons will no
longer receive compensation as executive officers, but will only receive
compensation for their services as non-employee directors. See
"Management -- Director Compensation" and "-- Executive Compensation -- Summary
Compensation Table".

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, items within the
Company's consolidated statements of income as a percentage of revenues for each
period. This table and the subsequent discussion should be read in conjunction
with "Selected Consolidated Financial Data" and the consolidated financial
statements and the notes thereto contained elsewhere in this Prospectus. The
Company typically incurs operating losses in the first quarter of each year. See
"-- Seasonality".

[Enlarge/Download Table]

FOR THE YEAR ENDED FOR THE THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
-------------------------------- --------------------
1994 1995 1996 1996 1997
------ ------ ------ ------ ------
(UNAUDITED)

Revenues................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Operating costs and expenses:
Cost of revenues.................... 40.8 43.4 41.2 44.9 42.1
Selling and promotion............... 35.9 33.6 33.1 34.5 36.3
General and administrative.......... 18.1 17.8 18.8 23.4 22.5
----- ----- ----- ----- -----
Income (loss) from operations............ 5.2 5.2 6.9 (2.8) (0.9)
Gain (loss) on sales of businesses....... 4.3 (0.1) 0.3 1.4 --
Other income (expense), net.............. (0.3) (0.6) (0.6) 0.4 (3.0)
----- ----- ----- ----- -----
Income (loss) before pro forma provision
(benefit) for income taxes............. 9.2 4.5 6.6 (1.0) (3.9)
Pro forma provision (benefit) for income
taxes(1)............................... 4.0 2.0 2.8 (0.4) (1.7)
----- ----- ----- ----- -----
Pro forma net income (loss)(1)........... 5.2% 2.5% 3.8% (0.6)% (2.2)%
===== ===== ===== ===== =====

---------------
(1) Pro forma provision (benefit) for income taxes is presented as if the
Company had changed its tax status from an S corporation to a C corporation
prior to January 1, 1994.

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THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1996

REVENUES. Revenues for the three months ended March 31, 1997 increased
$17.0 million, or 20.0%, to $101.9 million compared with $84.9 million for the
same period in 1996. The improvement was primarily attributable to increases in
advertising yield (advertising revenue per page) and in the number of
advertising pages and, to a lesser extent, increases in revenues from the
Company's Internet services. Total advertising pages increased 5.4% to 8,567
pages, primarily due to advertising page increases for Computer Reseller News,
InformationWeek and NetGuide Magazine, partially offset by advertising page
decreases for Electronic Engineering Times, CommunicationsWeek and WINDOWS
Magazine.

OPERATING COSTS AND EXPENSES. Cost of revenues for the three months ended
March 31, 1997 increased $4.8 million, or 12.7%, to $42.9 million compared with
$38.1 million for the same period in 1996, primarily as a result of increased
editorial costs of approximately $1.7 million and increased costs attributable
to the Company's Internet services of approximately $1.7 million, as well as
higher production and distribution costs, partially offset by decreased paper
costs for the Company's print publications. However, cost of revenues as a
percentage of revenues decreased to 42.1% in the first quarter of 1997 as
compared to 44.9% in the first quarter of 1996, primarily as a result of higher
revenues resulting from increased advertising yield and advertising pages
without a corresponding increase in cost of revenues, partially offset by costs
attributable to NetGuide and Techweb, which currently have significant costs but
do not generate substantial revenues. Cost of revenues include production,
paper, editorial, distribution and fulfillment costs.

Selling and promotion expenses for the three months ended March 31, 1997
increased by $7.7 million, or 26.3%, to $37.0 million compared with $29.3
million for the same period in 1996. The increase was primarily attributable to
higher commission and sales force costs of approximately $4.4 million associated
with increased revenues in the first quarter of 1997 as compared to the first
quarter of 1996 and planned increases in circulation costs of approximately $1.7
million in the first quarter of 1997. Selling and promotion expenses as a
percentage of revenues increased to 36.3% in the first quarter of 1997 from
34.5% in the first quarter of 1996. This was principally due to increased
expenses for NetGuide Magazine, WINDOWS Magazine and Electronic Buyers' News
without corresponding increases in revenues and higher costs associated with the
Company's Internet services, which have higher expense ratios than the Company's
print publications.

General and administrative expenses for the three months ended March 31,
1997 increased $3.0 million, or 15.2%, to $22.9 million compared with $19.9
million for the same period in 1996, primarily due to costs of approximately
$2.4 million related to a reduction in the Company's work force, mainly at the
corporate level, but also in the Company's personal computing publications,
WINDOWS Magazine, Home PC and NetGuide Magazine, and NetGuide. General and
administrative expenses as a percentage of revenues decreased to 22.5% in the
first quarter of 1997 from 23.4% in the first quarter of 1996.

OTHER INCOME (EXPENSE), NET. Other expense, net for the three months ended
March 31, 1997 increased $3.4 million to $3.0 million of other expense, net
compared with $0.4 million of other income, net for the same period in 1996,
primarily as a result of increased losses from the Company's equity investments,
including a $1.2 million charge to reduce the carrying value of certain of its
Internet services investments due to impairment, and higher interest expense due
to higher levels of debt, partially offset by lower foreign exchange losses. The
Company's equity investments are primarily in international publications and
start-up Internet services and technology companies.

PROVISION (BENEFIT) FOR INCOME TAXES. The Company and certain affiliates
elected to be treated as S corporations for U.S. federal income tax purposes,
which requires that the income or loss for federal and certain state and local
tax jurisdictions be recognized by the stockholders. Had the Company and certain
affiliates been C corporations for the three months ended March 31, 1997 and
1996, the effective income tax rate would have been 43.6% and 42.2%,
respectively.

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1996 COMPARED WITH 1995

REVENUES. Revenues for 1996 increased $35.7 million, or 9.3%, to $418.1
million compared with $382.4 million for 1995. The improvement was primarily
attributable to increases in advertising yield and in the number of advertising
pages and the acquisition of M&T International in May 1996, partially offset by
the effect of the sale of CommunicationsWeek International in February 1996.
Total advertising pages increased 5.5% to 38,925 pages, primarily due to
advertising page increases for Computer Reseller News, Electronic Engineering
Times, Network Computing and InformationWeek, partially offset by advertising
page decreases for WINDOWS Magazine and Computer Retail Week. Excluding the
effects of the acquisition of M&T International and the sale of
CommunicationsWeek International, revenues for 1996 increased 11.4% as compared
to 1995.

OPERATING COSTS AND EXPENSES. Cost of revenues for 1996 increased $6.4
million, or 3.8%, to $172.5 million compared with $166.1 million for 1995,
primarily as a result of increased paper, editorial, fulfillment and
distribution costs for the Company's print publications, and increased costs
attributable to the Company's Internet services, NetGuide and TechWeb, launched
in August 1996 and November 1994, respectively, partially offset by decreased
production costs for the Company's print publications and the effect of the sale
of CommunicationsWeek International. However, cost of revenues as a percentage
of revenues decreased to 41.2% in 1996 as compared to 43.4% in 1995, primarily
as a result of higher revenues resulting from increased advertising yield and
advertising pages without a corresponding increase in cost of revenues,
partially offset by costs attributable to NetGuide and TechWeb, which currently
have significant costs but do not generate substantial revenues.

Selling and promotion expenses for 1996 increased by $9.7 million, or 7.5%,
to $138.3 million compared with $128.6 million for 1995. The increase was
primarily attributable to higher commission and sales force costs associated
with increased revenues in 1996 as compared to 1995, increased circulation
efforts in 1996 by NetGuide Magazine and WINDOWS Magazine, expenses associated
with the Company's launch of NetGuide in August 1996 and the effect of the
acquisition of M&T International. Selling and promotion expenses as a percentage
of revenues decreased to 33.1% in 1996 from 33.6% in 1995. This was principally
due to the expense reduction associated with outsourcing the Company's list
rental business, increased revenues for Informatiques Magazine and NetGuide
Magazine without corresponding increases in selling and promotion expenses,
partially offset by higher costs associated with the Company's Internet services
and the inclusion of M&T International, which have higher expense ratios than
the Company's print publications.

General and administrative expenses for 1996 increased $10.5 million, or
15.4%, to $78.5 million compared with $68.0 million for 1995. General and
administrative expenses as a percentage of revenues increased to 18.8% in 1996
from 17.8% in 1995. These increases were principally due to cost increases of
approximately $7.8 million associated with higher staffing levels in 1996 to
support the continuing development of the World Wide Web sites for each of the
Company's publications as well as costs incurred to launch NetGuide.

GAIN (LOSS) ON SALES OF BUSINESSES. The gain on sales of businesses of
$1.4 million in 1996 was realized primarily from the sale of the Company's
CommunicationsWeek International publication in February 1996. The loss on sales
of businesses of $0.3 million in 1995 consisted primarily of the loss on sale of
the Company's conference business in Japan in September 1995.

OTHER INCOME (EXPENSE), NET. Other expense, net for 1996 was $2.5 million
compared with $2.1 million for 1995, primarily as a result of increased losses
from the Company's equity investments, partially offset by reduced interest
expense due to lower interest rates on the Company's borrowings and lower
foreign exchange losses.

PROVISION (BENEFIT) FOR INCOME TAXES. Had the Company and certain
affiliates been C corporations for the years ended December 31, 1996, 1995 and
1994, the effective income tax rate would have been 42.2%, 44.7% and 43.6%,
respectively.

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1995 COMPARED WITH 1994

REVENUES. Revenues for 1995 increased $65.6 million, or 20.7%, to $382.4
million compared with $316.8 million for 1994. The increase was principally
attributable to increases in advertising yield and in the number of advertising
pages and significant increases in circulation for the Company's personal
computing publications, WINDOWS Magazine, HomePC and NetGuide Magazine. The
increase was partially offset by the loss of advertising revenue due to the
impact of the discontinuance of Open Systems Today, which was merged into
InformationWeek in March 1995. Total advertising pages increased 5.4% to 36,912
pages, primarily due to advertising page increases for HomePC, InformationWeek,
Electronic Engineering Times and NetGuide Magazine, partially offset by
advertising page decreases for Open Systems Today, Computer Reseller News and
CommunicationsWeek.

OPERATING COSTS AND EXPENSES. Cost of revenues for 1995 increased $36.8
million, or 28.5%, to $166.1 million compared with $129.3 million for 1994,
primarily as a result of increases in paper, production, editorial and
distribution costs of approximately $15.4 million, $7.8 million, $7.4 million
and $6.6 million, respectively, as well as increased fulfillment costs. Cost of
revenues as a percentage of revenues increased to 43.4% in 1995 from 40.8% in
1994 as a result of substantially higher paper costs and increased postal rates.

Selling and promotion expenses for 1995 increased $14.7 million, or 13.0%,
to $128.6 million compared with $113.9 million for 1994. This increase was
primarily attributable to higher sales force and promotional costs of
approximately $18.1 million associated with increased revenues in 1995 as
compared to 1994 and increased circulation efforts in 1995 by the Company's
personal computing publications, WINDOWS Magazine, HomePC and NetGuide Magazine,
partially offset by a decrease in selling and promotion expenses of
approximately $5.4 million attributable to the discontinuance of Open Systems
Today. However, selling and promotion expenses as a percentage of revenues
decreased to 33.6% in 1995 from 35.9% in 1994. This was a result of improved
operating leverage from increased revenues for WINDOWS Magazine, HomePC,
NetGuide Magazine and Informatiques Magazine without a corresponding increase in
the existing sales and editorial costs of those magazines.

General and administrative expenses for 1995 increased $10.5 million, or
18.3%, to $68.0 million compared with $57.5 million for 1994. This increase was
principally due to increases in personnel costs of approximately $9.3 million.
The Company increased staffing levels in 1995 in connection with the launch of
TechWeb and to provide support for anticipated Company growth in 1996. General
and administrative expenses as a percentage of revenues decreased to 17.8% in
1995 from 18.1% in 1994.

GAIN (LOSS) ON SALES OF BUSINESSES. The loss on sales of business of $0.3
million in 1995 related primarily to the September 1995 sale of the Company's
conference business in Japan. The gain on sale of business of $13.7 million in
1994 was attributable to the sale of the Company's travel publications.

OTHER INCOME (EXPENSE), NET. Other expense, net for 1995 was $2.1 million
compared with $0.9 million for 1994, primarily as a result of increases in
interest expense due to higher levels of debt.

LIQUIDITY AND CAPITAL RESOURCES

The Company has traditionally required relatively low levels of working
capital to operate its business. Working capital was $15.6 million at March 31,
1997 and $11.9 million, $23.9 million and $2.4 million at December 31, 1996,
1995 and 1994 , respectively. Working capital as of December 31, 1996, 1995 and
1994, as a percentage of revenues for the year then ended, was 2.8%, 6.2% and
0.8%, respectively. The change in working capital and working capital as a
percentage of revenues for 1996 as compared to 1995 was primarily attributable
to the timing of S corporation distributions, increases in capital expenditures
and investments in and advances to Internet services and other companies in
which CMP has equity investments. The change in working capital and working
capital

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as a percentage of revenues for 1995 as compared to 1994 resulted from the
timing of S corporation distributions and classification of debt as current in
1994 as opposed to non-current in 1995, as well as decreased capital
expenditures. Accounts receivable, net were $67.7 million at March 31, 1997 and
$65.1 million, $64.2 million and $44.2 million at December 31, 1996, 1995 and
1994, respectively. Days sales outstanding ("DSO") was 58.7 at March 31, 1997
and 53.3, 49.1 and 47.4 at December 31, 1996, 1995 and 1994, respectively. DSO
has increased primarily due to the growth of Informatiques Magazine and the
acquisition of M&T International, both of which have higher DSO than the
Company's other businesses. Paper inventories were $6.7 million at March 31,
1997 and $6.1 million, $12.2 million and $4.2 million at December 31, 1996, 1995
and 1994, respectively.

Cash (used in) provided by operating activities was $(9.9) million and $5.6
million for the three months ended March 31, 1997 and 1996, respectively. The
significant decrease was primarily due to changes in working capital,
principally the timing of collection of accounts receivable from the operation
of a quadrennial major international trade show, which was held in the fourth
quarter of 1995, and accrued expenses and other current liabilities. Cash
provided by operating activities was $48.4 million, $7.2 million and $30.5
million for the years ended December 31, 1996, 1995 and 1994, respectively. The
significant increase from 1995 to 1996 was primarily due to increased operating
income and to changes in working capital items, principally paper inventories
and accounts receivable. The significant decrease from 1994 to 1995 was
primarily attributable to changes in working capital items, principally accounts
receivable, paper inventories and accounts payable.

Investing activities during the three months ended March 31, 1997 used $4.7
million, consisting of $3.8 million in capital expenditures and $0.9 million in
investments in and advances to Internet services and other companies in which
CMP has equity investments. Investing activities during the three months ended
March 31, 1996 used $0.3 million, consisting primarily of $2.0 million in
capital expenditures and $0.3 million in advances to companies in which CMP has
equity investments, partially offset by proceeds of $2.2 million from the sale
of CommunicationsWeek International. Investing activities used $22.4 million in
1996, which consisted primarily of $12.7 million in capital expenditures, $2.0
million for the purchase of M&T International and $10.0 million in investments
in and advances to Internet services and other companies in which CMP has equity
investments, partially offset by proceeds of $2.2 million from the sale of
CommunicationsWeek International. Investing activities for 1995 used $1.5
million, consisting primarily of $8.2 million in capital expenditures and $0.3
million in advances to companies in which CMP has equity investments, partially
offset by proceeds of $7.1 million from the sale of long-term marketable
securities. Investing activities for 1994 used cash of $6.6 million, reflecting
capital expenditures of $13.7 million, the purchase of $7.1 million in
marketable securities, the purchase of $0.9 million of intangible assets and
$0.9 million in advances to companies in which CMP has equity investments,
offset by proceeds of $14.0 million from the sale of the Company's travel
publications and $2.0 million in proceeds from the sale of long-term marketable
securities. The Company expects capital expenditures in 1997 to continue at
least at the pace of 1996 and to consist primarily of computer equipment for
business unit and corporate use.

The Company made cash distributions to its stockholders of $2.8 million and
$6.9 million during the three months ended March 31, 1997 and 1996,
respectively, and $38.3 million, $7.8 million and $32.1 million for the years
ended December 31, 1996, 1995 and 1994, respectively, primarily to fund taxes
owed by the stockholders on the Company's income attributable to them as
stockholders of an S corporation and to distribute earnings of the Company on
which such stockholders had previously paid income tax. The Company's borrowings
under its revolving credit agreement as of March 31, 1997 were $34.3 million and
as of December 31, 1996, 1995 and 1994 were $25.0 million, $12.0 million and
$11.0 million, respectively.

The Company's revolving credit agreement, as amended, with two financial
institutions provides for borrowings of up to $75 million. Borrowings are
unsecured and bear interest at either (i) LIBOR plus .35% to .825% depending on
outstanding loan balances and the Company's earnings levels, or (ii) the prime
rate. The agreement, as amended, contains certain negative covenants regarding

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minimum levels of net worth, fixed coverage and limitations on indebtedness.
Borrowings outstanding at March 31, 1997 are due November 14, 2001. Pursuant to
the Company's revolving credit agreement, certain members of the Founding Family
have entered into a negative pledge agreement under which they are restricted
from transferring shares of their Common Stock. The lenders under the revolving
credit agreement will grant waivers to the Selling Stockholders who are parties
to the negative pledge agreement in order to permit them to sell the shares of
Class A Common Stock being sold in the Offerings. In addition, the Company's
revolving credit agreement provides that changes in control of the Company and
transfers of Common Stock made in breach of the negative pledge agreement will
constitute an event of default under the revolving credit agreement, which would
permit the lenders to accelerate repayment of outstanding indebtedness
thereunder. At March 31, 1997, the Company was in default of its net worth
covenant in the revolving credit agreement, and there was a default under a
related negative pledge agreement. The default under the net worth covenant was
attributable to distributions made to the Company's stockholders which were
primarily used to pay taxes owed on the Company's income attributable to them as
stockholders of an S corporation, and the default under the negative pledge
agreement was caused by certain transfers to trusts for estate planning
purposes. The lenders have waived these defaults, and the Company expects that
the circumstances that gave rise to these defaults will not occur after
consummation of the Offerings.

In April 1997, the Company guaranteed loans totaling $4.7 million to two of
its senior executives to pay taxes in connection with their purchase of Class A
Common Stock from the Co-Chairpersons. The loans are from one of the financial
institutions with which the Company has its revolving credit agreement. The
Company has no plans to guarantee similar loans to executive officers following
consummation of the Offerings. See "Management -- Compensation Committee
Interlocks and Insider Participation".

In connection with the Offerings, the Company will terminate its S
corporation election and make the S Corporation Distribution, estimated to be
approximately $38 million. As of March 31, 1997, on a pro forma basis giving
effect to the Offerings and the use of a portion of the proceeds to repay the
outstanding balance under the revolving credit agreement as of such date, and to
pay $26.0 million of the S Corporation Distribution, the Company's cash and cash
equivalents and working capital would have been $1.2 million and $4.7 million,
respectively. See "Use of Proceeds".

The Company's working capital requirements and costs associated with new
product development have been met by cash flow from operations and short-term
borrowings under its existing revolving credit facility. Management believes
sufficient cash resources will be available to support its long-term growth
strategies through internally generated funds, existing credit arrangements and
the proceeds of the Offerings. However, no assurance can be given that financing
will continue to be available on favorable terms.

SEASONALITY

The Company has typically incurred operating losses in the first quarter of
each year, but generally has earned profits in each of the remaining quarters.
For example, the Company incurred losses from operations of approximately $0.9
million and $2.4 million in the first quarter of 1997 and 1996, respectively.
First quarter losses have been primarily due to lower than average advertising
sales during the quarter and relatively even distribution of certain costs
throughout the year. First-quarter losses have varied from year-to-year due to a
variety of factors, including the timing of new product launches and price
increases from suppliers.

Fourth-quarter revenues and income from operations of the Company have
traditionally been more favorable than those of the preceding quarters as a
result of a tendency of technology advertisers to place more advertising in the
latter part of the year and the scheduling of major technology industry trade
shows in the fourth quarter. While operating results for any quarter are not
necessarily indicative of results for any future period, the Company expects
that these quarterly trends will continue for the foreseeable future.

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INFLATION AND VOLATILITY OF PAPER PRICES

The Company continually reviews the impact of inflation and the volatility
of paper prices. In early 1995, a postal rate increase went into effect, which
was the first such increase since 1991. Paper prices began to rise in 1994, rose
significantly in 1995, dropped in 1996 and have decreased slightly in 1997. The
Company will continue to monitor the impact of inflation and paper prices and
will consider these matters in setting its pricing policies. There can be no
assurance that the Company can recoup paper price increases by passing them
through to its advertisers and readers. In addition, the Company continually
reviews its purchasing and manufacturing processes for opportunities to reduce
costs and mitigate the impact of paper and postage increases (such as purchasing
lighter-grade paper stock or, when paper prices are at cyclical lows, increasing
paper inventory or entering into longer term contracts with suppliers). However,
the Company has not entered, and does not currently plan to enter, into forward
contracts. The Company also takes advantage of various postal discounts.
However, unexpected or significant increases in paper prices may have an adverse
affect on the Company's future financial position, results of operations and
cash flows. See "Risk Factors -- Effect of Increases in Paper and Postage Costs"
and "Business -- Production and Distribution".

FORWARD-LOOKING STATEMENTS

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other sections of this Prospectus contain forward-looking
statements which are subject to various risks and uncertainties. Actual results
could differ materially from those discussed herein. Important factors that
could cause or contribute to such differences include those discussed under
"Risk Factors" as well as those discussed elsewhere in this Prospectus.

NEW ACCOUNTING PRONOUNCEMENTS

In 1996, the Company adopted Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), which is
effective for fiscal years beginning after December 15, 1995. SFAS No. 123
provides companies with the choice to follow the provisions of SFAS No. 123 in
the determination of stock-based compensation or to continue to follow the
provisions of Accounting Principles Bulletin No. 25, "Accounting for Stock
Issued to Employees" ("APB No. 25"). The Company elected to continue to follow
APB No. 25 and has provided the pro forma disclosures required by SFAS No. 123
in the notes to the consolidated financial statements.

On January 1, 1996, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and For Long-Lived Assets to be Disposed Of" ("SFAS No. 121"),
which is effective for fiscal years beginning after December 15, 1995. Adoption
of SFAS No. 121 had no impact on the Company's financial position, results of
operations or cash flows.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No.
128"), which simplifies existing computational guidelines, revises disclosure
requirements and increases the comparability of earnings-per-share data on an
international basis. SFAS No. 128 is effective for financial statements for
periods ending after December 15, 1997 and requires restatement of all
prior-period earnings-per-share data presented. The Company is currently
evaluating the new statement; however, the impact of adoption of SFAS No. 128 on
the Company's financial statements is not expected to be significant.

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BUSINESS

OVERVIEW

CMP is a leading publisher of magazines and newspapers about technology.
Each of CMP's publications is designed for a distinct audience within one of
three groups: the builders, the sellers or the users of technology. In terms of
total advertising pages, the Company is one of the largest technology publishers
in the United States, with a 1996 U.S. market share in excess of 20% according
to IMS. In 1996, many of CMP's publications were the leaders in their respective
market niches and five of CMP's publications were among the ten fastest-growing
technology publications in the United States, in terms of advertising pages
according to IMS. The Company's revenues have nearly doubled since 1992,
increasing to $418.1 million in 1996 from $218.2 million in 1992. Income from
operations increased to $28.8 million in 1996 from $7.4 million in 1992.

Most of CMP's magazines and newspapers are controlled-circulation,
business-to-business trade publications which are distributed free of charge to
qualified subscribers and which generate revenues predominantly from the sale of
advertising space. In 1996, advertising revenues from the Company's
controlled-circulation publications accounted for approximately 72% of total
revenues. CMP also publishes paid-circulation magazines that generate revenue
not only from advertising but also from subscriptions and newsstand sales. The
Company has expanded its business internationally by acquiring an advertising
sales representative organization that serves local technology publishers
worldwide, by launching new wholly-owned and joint-venture editions of its U.S.
publications designed for local audiences, and by licensing its U.S.
publications to local publishers outside the United States. CMP has also
expanded onto the Internet by making its publications as well as other
information services available through its World Wide Web sites.

The Company was founded in 1971 as CMP Publications, Inc., a New York
corporation. On May 24, 1996, a new corporation, CMP Media Inc., was
incorporated in Delaware. On May 31, 1996, CMP Publications, Inc. was merged
with and into CMP Media Inc. so that, effective as of such merger, CMP Media
Inc. possessed all the rights and became subject to all the liabilities of CMP
Publications, Inc.

The technology sector of the U.S. publishing industry has experienced
substantial growth as technology has become increasingly integrated into
business and consumer products and the demand for technology information and
analysis has increased. Developments in technology have brought about frequent
and often dramatic changes that have increased the demand for authoritative,
objective and up-to-date information and analysis. In 1996, the technology
sector of the U.S. publishing industry accounted for approximately 35% of
advertising dollars spent in U.S. business-to-business publications according to
Competitive Media Reporting. The total number of advertising pages for
technology products in U.S. technology and business publications was
approximately 160,000 in 1996, according to IMS, and the Company estimates that
total 1996 revenues from these advertising pages were between $1.5 billion and
$1.7 billion.

GROWTH STRATEGY

CMP's objective is to continue to grow in revenues, profitability and
market share as a leading publisher of magazines and newspapers serving the
broad spectrum of builders, sellers and users

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of technology worldwide. The Company believes that its ability to achieve its
objective will be enhanced by its strong relationships with advertisers, the
broad market coverage of its publications, its reputation for high-quality
editorial content and its experienced management team. To implement this
objective, CMP has adopted the following strategies, which it may pursue through
internal growth, selective acquisitions, joint ventures and licensing
arrangements.

INTRODUCE NEW PUBLICATIONS FOR EMERGING TARGET AUDIENCES. CMP will
continue monitoring new developments and trends in technology markets to
identify emerging audiences for technology-related information. When the Company
perceives appropriate opportunities, it intends to launch publications with
innovative positions attractive to both advertisers and readers. The Company has
demonstrated an ability to identify new audiences and to reach the market with
publications for such audiences before other major U.S. technology publishers.
For example, when network computing became the focus of information technology
managers in large business enterprises, CMP identified them as an emerging
audience and launched Network Computing. Similarly, the Company acquired and
re-launched WINDOWS Magazine to serve the growing audience of users of
Microsoft's Windows operating system. CMP believes that being the
first-to-market provides a competitive advantage in establishing market-share
leadership.

EXPAND INTERNET SERVICES. The Company intends to continue using the
Internet to complement and extend the reach of its existing print publications
and to develop new online audiences for its advertisers. CMP has announced that
in 1997 it will launch CMPnet, a World Wide Web site which will serve as a
single point of access for all of CMP's Internet services. In addition to
aggregating its Internet services into the single CMPnet site and adding new
content and services, CMP will use a common CMPnet sales force, which CMP
believes will be cost-efficient and effective for its advertisers. In addition
to launching its own World Wide Web sites, CMP has made selective investments in
other Internet services and technology which it believes will provide future
opportunities to serve its advertisers.

PUBLICATIONS AND TARGET AUDIENCES

The Company's publications and services are designed to serve the needs of
distinct audiences across the broad spectrum of builders, sellers and users of
technology. CMP serves the builders and sellers of technology through its "OEM"
and "channel" publications, respectively, which include

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some of the Company's longest-established publications. The Company serves large
business users of technology (including corporate, government and institutional
users) through its "enterprise computing" publications, and it serves desktop
business users and consumers through its "personal computing" publications,
which include the Company's paid-circulation magazines. Supplementing CMP's U.S.
publications are its international publications and its Internet services.

[Enlarge/Download Table]

1996
FREQUENCY OF ADVERTISING
PUBLICATION(1) FIRST ISSUE CIRCULATION(2) PUBLICATION PAGES(3)
--------------------------- --------------- ------------- ------------ -----------

Builders Electronic Buyers' News.... May 1971 65,652 Weekly 3,890
Electronic Engineering..... September 1972 156,298 Weekly 6,699
Times
Sellers Computer Reseller News..... June 1982 115,009 Weekly 8,398
VARBusiness................ November 1987 105,040 Bi-weekly 2,775
Computer Retail Week....... September 1992 40,070 Bi-weekly 1,913
Users CommunicationsWeek(4)...... January 1984 190,000 Weekly 3,103
InformationWeek(5)......... January 1985 350,000 Weekly 4,067
Network Computing.......... October 1990 200,000 Bi-weekly 2,499
WINDOWS Magazine*.......... February 1992 758,088 Monthly 2,699
HomePC*.................... May 1994 462,570 Monthly 1,865
NetGuide Magazine*(6)...... November 1994 352,875 Monthly 1,017
International Informatiques Magazine*.... October 1994 52,964 Bi-weekly 773
Computer Reseller.......... March 1995 26,500 Bi-weekly 1,355
News (Germany)
InformationWeek (U.K.)..... March 1997 100,000 Bi-weekly N/A(7)
InformationWeek(Germany). June 1997 70,000 Bi-weekly N/A(8)

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

(1) All publications are controlled-circulation publications except those
indicated with an asterisk, which are paid-circulation magazines.
Informatiques Magazine also includes some unpaid circulation.

(2) Other than magazines first published in 1997, circulation data are based on
December 1996 circulation statements prepared by BPA International or Audit
Bureau of Circulation, which are independent circulation auditing firms,
except circulation data for international publications which are based on
the Company's own data and are as of December 1996. See "--Circulation".

(3) Advertising page data for U.S. publications are according to IMS;
advertising page data for international publications are based on page
counts conducted by the Company.

(4) The Company will change the name of this publication to InternetWeek
effective as of September 1, 1997. See "Prospectus Summary -- Recent
Developments".

(5) This publication was originally launched in 1979 as Information Systems
News, a bi-weekly newspaper.

(6) The Company will cease publishing NetGuide Magazine after its August 1997
issue and will integrate Internet-related content into WINDOWS Magazine. See
"Prospectus Summary -- Recent Developments".

(7) First issue was published in March 1997.
(8) First issue was published in June 1997.

A controlled-circulation publication is one for which circulation is
limited to a pre-determined number of subscribers who have certified to the
publisher that their job functions include purchasing authority in the
particular market served by the publication. The publisher selects these
subscribers

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based on defined qualifying characteristics, thereby enabling advertisers to
reach those individuals most likely to be interested in purchasing the products
advertised in the publication. The Company surveys recipients of its
controlled-circulation publications annually to verify their continued
qualification. Because the Company is able to offer its advertisers access to a
highly targeted and valuable subscriber base, it is able to sell advertising
space in its controlled-circulation publications at rates that are higher than
the average rates charged by publications aimed at more general audiences.

CMP has expanded beyond its core controlled-circulation business in recent
years by launching paid-circulation magazines, by extending its publication
brands internationally and by making all of its U.S. publications and a number
of news and other information services available on the Internet. The Company is
continually monitoring developments and trends in technology markets, and it
expects to continue extending the reach and scope of its existing businesses by
selectively launching new print publications and Internet services that are
strategically positioned to serve the changing needs of the builders, sellers
and users of technology. Additionally, all of the Company's publications publish
regular supplements and special issues.

BUILDERS

CMP publishes two controlled-circulation newspapers that address distinct
audiences within the OEM sector of the technology industry. Audiences for these
publications include OEM management, engineers, designers and purchasers of
electronic systems and components, including computers, telecommunications
equipment, semiconductors, software, peripherals and related products. According
to IMS, CMP held the largest market share in 1996 in the U.S. OEM publishing
sector, accounting for approximately 41% of the total advertising pages in all
U.S. technology publications serving this group of readers. CMP's publications
targeting the builders of technology are as follows:

Electronic Buyers' News, CMP's first publication, is a weekly newspaper
primarily serving purchasers of electronic systems and components as well as
corporate management at OEMs. It provides information about pricing trends, new
products, supplier reports and industry developments. According to IMS,
Electronic Buyers' News had the second largest market share in 1996 in terms of
advertising pages in the U.S. OEM publishing sector.

Electronic Engineering Times is a weekly newspaper targeting electronic
engineers and technical/corporate management at OEMs in the computer and
electronics industries. It provides business, technology and product news,
market information and industry trends reports for this audience. According to
IMS, Electronic Engineering Times had the largest market share in 1996 in terms
of advertising pages in the U.S. OEM publishing sector.

In June 1997, the Company launched EDTN (the Electronics Design &
Technology Network), an Internet-based interactive service which the Company
produces through a joint venture. EDTN is a design-information and
decision-support tool for electronics engineers.

SELLERS

CMP publishes three controlled-circulation publications that address
distinct audiences within the channel sector of the technology industry.
Audiences for these publications include distributors, VARs, retailers, systems
integrators, dealers, consultants, computer superstores, mass merchandisers,
warehouse clubs, consumer electronics retailers and mail-order sellers.
According to IMS, CMP held the largest market share in 1996 in the U.S. channel
publishing sector, accounting for approximately 76% of the total advertising
pages in all U.S. technology publications serving this group of readers. CMP's
publications targeting sellers of technology are as follows:

Computer Reseller News is a weekly newspaper that provides the value-added
reseller channel (including VARs, systems integrators, dealers, consultants and
distributors) with news, analysis and research about computer-related technology
and product marketing trends. Through its Test

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Center program, it reviews new products entering the industry on a weekly basis.
Computer Reseller News has won a number of awards from the Computer Press
Association, including "Best Broad Interest Newspaper" for 1995. According to
IMS, Computer Reseller News had the largest market share in 1996 in terms of
advertising pages in the U.S. channel publishing sector.

VARBusiness is a bi-weekly magazine for the value-added reseller channel,
offering product coverage, analysis of technology trends and practical insight
on managing a reseller business. The magazine provides overviews of the state of
the computer market, with annual features such as the VARBusiness 500, a ranking
by revenues of the most successful VARs and systems integrators in North
America.

Computer Retail Week is a bi-weekly newspaper that delivers news and
analysis concerning product technology and merchandising trends to management
and store-level sales personnel in the retail channel at computer superstores,
mass merchandisers, warehouse clubs and electronics retailers selling directly
to consumers.

CMP has created a number of innovative marketing services for the channel
market, such as the Channel Advocate Program, which is designed to help vendors
enhance their channel relationships and sales results, and the Xchange
Conference, a program which provides technology vendors with the opportunity to
meet with and demonstrate their new products to resellers and retailers. In late
1996, the Company introduced ChannelWeb, an Internet service which delivers a
customized news feed from CMP's channel publications and provides areas for
vendors and resellers to exchange information, receive channel research and
learn more about industry issues, products and technologies.

USERS

BUSINESS ENTERPRISE USERS. CMP publishes three controlled-circulation
publications that address distinct audiences in business enterprises and other
large organizations. These audiences include information systems executives,
network communications and departmental applications managers, Internet and
intranet managers, and other purchasers and end-users of computers and
information technology products. According to IMS, CMP held the second largest
market share in 1996 in the U.S. enterprise computing publishing sector,
accounting for approximately 27% of the total advertising pages in all U.S.
technology publications serving this group of readers. CMP's publications
targeting business enterprise users of technology are as follows:

CommunicationsWeek is a weekly newspaper for corporate network managers
that focuses on network products, developments and strategies from technological
and business points of view. It is also the flagship publication of the NetWorld
+ Interop conference, the leading conference for networking technology vendors.
The Company will change the name of this publication to InternetWeek effective
as of September 1, 1997, reflecting the impact of the Internet on network
communications. See "Prospectus Summary -- Recent Developments".

InformationWeek is a weekly magazine that provides technology news and
analysis from a business solutions perspective. InformationWeek has the largest
controlled-circulation base of U.S. information systems managers and
technology-related business managers among all enterprise computing
publications. In 1996, according to IMS, InformationWeek had a greater increase
in advertising pages than any of the publications which CMP considers to be
directly competitive. The Company also offers InformationWeek Daily, a daily
e-mail news service for subscribers, and hosts the InformationWeek 500
Conference.

Network Computing is a bi-weekly magazine that provides network managers
with technical, lab-based news and information about network technologies, from
local area networks to large corporate intranet networks. In 1996, according to
IMS, Network Computing had a greater increase in advertising pages than any of
the publications which CMP considers to be directly competitive.

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PERSONAL COMPUTER USERS. CMP also publishes paid-circulation magazines
that address the needs of personal computer users, including technology
professionals in large businesses, technology users in small and home offices,
and individuals. According to IMS, CMP held the second largest market share in
1996 in the U.S. personal computing publishing sector, accounting for
approximately 17% of the total advertising pages in all U.S. technology
publications serving this group of readers. CMP's publications targeting
personal computer users are as follows:

WINDOWS Magazine is a monthly magazine for purchasers of Windows-related
graphical computing products ranging from hand-held units through desktop PCs
and workstations to enterprise-wide systems. It has grown from 75,000 to more
than 750,000 paid subscribers since it was acquired in 1991 (as WINDOWS and OS/2
Magazine) and relaunched by CMP in 1992.

HomePC is a monthly magazine that focuses on entertainment, education and
personal productivity products and "how-to's" for home computing enthusiasts and
offers a mix of product news, reviews and commentary. It received the Computer
Press Award for "Best Broad Interest Magazine" for 1995.

NetGuide Magazine is a monthly magazine for business buyers of online
products and services that features information about Internet tools, techniques
for accessing and using online resources, reviews of Internet-related hardware
and software and information to help readers set up and run World Wide Web sites
and other Internet-related businesses. The Company announced that it will cease
publishing NetGuide Magazine after its August 1997 issue and will integrate
Internet-related content into WINDOWS Magazine and its NetGuide Internet
service. See "Prospectus Summary -- Recent Developments".

INTERNATIONAL

CMP offers U.S. advertisers access to a global network of technology
publications serving the builders, sellers and users of technology worldwide.
The Company publishes a magazine in France and produces publications in joint
ventures with local publishers in Germany and the U.K. The Company also licenses
the titles, editorial content and designs of many of its U.S. publications to
foreign publishers. In addition, the Company is the exclusive advertising sales
representative in the United States and Canada for more than 100 non-U.S.
technology publications. Revenues from international operations in 1996 were not
material in comparison to the Company's 1996 consolidated revenues.

Informatiques Magazine is a wholly-owned, French-language bi-weekly
magazine published in Paris. It provides information on product developments,
strategies and trends for information system managers and technology-related
business managers at companies in France, Belgium and Switzerland. Since its
launch in 1994, Informatiques Magazine has become the second largest magazine in
the information services category in France in terms of paid subscribers
according to the Office de Justification de la Diffusion ("OJD"), an independent
circulation auditing firm in France.

Computer Reseller News (Germany) is a German-language bi-weekly newspaper
published in Munich by a joint venture between CMP and WEKA Firmengruppe GmbH &
Co. KG. Launched in 1995, this publication provides news, analysis and product
information for resellers, VARs and OEMs in Germany, Austria and Switzerland.

InformationWeek (United Kingdom) is a bi-weekly magazine published in
London by a joint venture between CMP and EMAP Business Communications Limited.
This publication was launched in March 1997 and targets information technology
decision-makers whose purchasing responsibilities extend across the enterprise.
Editorial content covers all technology areas, with in-depth product reviews.

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InformationWeek (Germany) is a bi-weekly magazine published in Munich by a
joint venture between CMP and WEKA Firmengruppe GmbH & Co. KG. Launched in June
1997, this publication targets information technology decision-makers and its
editorial content covers all technology areas.

LICENSING PROGRAM. Through a selective licensing program, CMP enters into
licensing agreements for CMP's U.S. publications with local publishers in
numerous overseas markets. CMP currently has agreements with 22 foreign
publishers to license CMP editorial content and, in a number of cases, to use
the designs and titles of its U.S. publications. Under these licensing
arrangements, publications with CMP editorial content are distributed in more
than 60 countries. By licensing CMP's U.S. titles, editorial content and designs
to local publishers, CMP achieves further extensions of its publication brands.
Most licensing arrangements also permit CMP to provide advertising
representation services for its licensees.

ADVERTISING SALES REPRESENTATION. In May 1996, the Company acquired M&T
International for approximately $2.3 million in cash and assumed liabilities.
M&T International accounted for approximately $2.0 million of the Company's
revenues in 1996. M&T International's network of publications serves CMP's
advertising customers by providing a single source for the placement of
advertisements, billing and market-specific translations and customization of
advertisements. The Company also sells advertising space to local advertisers
through its sales offices in Taiwan, Hong Kong and the U.K.

INTERNET SERVICES

With the 1994 launch of TechWeb (http://www.techweb.com), CMP became the
first major U.S. technology publisher to make all of its domestic print
publications accessible through a single World Wide Web site. TechWeb is one of
the most comprehensive technology sources on the World Wide Web and now
provides, in addition to CMP's publication archives, daily news updates, expert
analysis, product reports and other features for builders, sellers and users of
technology. Since TechWeb's launch, its traffic has grown to an average of two
million page-views per week. In 1996, CMP launched NetGuide
(http://www.netguide.com), a real-time guide to Internet events and information
that averages more than 1.5 million page views per week.

This year the Company plans to launch CMPnet, a World Wide Web site which
will serve as a single point of access for all of CMP's Internet services,
including EDTN and ChannelWeb. In addition to aggregating its Internet services
into the single CMPnet site and adding new content and services, CMP will use a
common CMPnet sales force, which CMP believes will be cost-efficient and
effective for its advertisers. The Company is also a joint venture partner in
WebConnect, which offers Internet media placement services.

OTHER CMP MARKETING SERVICES

CMP also generates additional revenues through a variety of marketing
services, including mailing list rentals and research and consulting services.
The Company offers these services to advertisers to help them to reach their
customers through other media.

MAILING LIST RENTALS. CMP uses information from its subscription lists and
other available databases to compile detailed mailing lists for rental by
advertisers. CMP has the ability to customize its mailing list databases in
order to screen for specific business or demographic criteria selected by a list
renter and to match advertiser customer files against CMP's subscriber databases
in order to compile additional data regarding such customers, including job
function, purchase involvement, company size and other useful information. CMP
believes that, because its mailing lists provide such highly targeted data, they
are particularly attractive to its mailing list renters.

OTHER MARKETING SERVICES. CMP also provides its advertisers and marketing
customers with reprint services and event marketing services. CMP sponsors its
own industry forums and

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roundtables, including the InformationWeek 500 Conference and the Xchange
Conference. CMP's Technology Research Center designs, develops and implements
quantitative and qualitative market research projects relating to technology
products and services.

EDITORIAL

CMP believes that its publications have established a reputation among
their readers and within the technology industry for authoritative and reliable
journalism. Each CMP publication has its own dedicated editorial staff,
including editors, researchers, designers and production personnel. To preserve
the editorial integrity of each publication's news reporting and analysis, the
Company seeks to maintain strict separation between the editorial and sales
staffs of each publication. The Company believes that its reputation for
objective, fair and credible editorial content contributes significantly to its
success.

CMP's editorial staffs meet frequently with readers of their particular
publications to understand better the information needs and interests of those
readers and thereby serve them more effectively. The Company devotes
considerable resources to the study of trends in its readership communities and
strives to make its publications the best-read and most widely used among its
target audiences.

The Company also uses high-quality design graphics, illustrations,
photography and other artistic elements to make its publications visually
attractive and accessible to readers. CMP's publications have won numerous
editorial and design awards from publishing and computer press societies.

As of March 31, 1997, CMP employed 418 editorial personnel. Many of the
Company's editors designers, programmers and contributors are recognized as
experts in their field and are regularly contacted by the press to comment on
developments and trends in technology areas.

ADVERTISING SALES

In 1996, advertising revenues from all of CMP's publications and services
accounted for 88% of the Company's total revenues. Each of the Company's
publications has its own advertising sales team, complemented by a Corporate
Accounts sales team that provides large national advertisers with a single point
of contact for all CMP publications and services. Each CMP publication uses a
separate rate card to sell its advertising space, although advertisers may
qualify for discounts based on spending patterns across multiple CMP
publications. Because CMP is positioned as a single source for advertisers to
reach a broad spectrum of the technology market, CMP enables advertisers to
consolidate their advertising expenditures in a cost-effective manner.

Advertising revenues from CMP's controlled-circulation publications
accounted for approximately 72% of the Company's total revenues in 1996. CMP
markets advertising space in each of its controlled-circulation publications by
assuring advertisers that they will be able to reach a valuable, qualified
audience of technology professionals and managers who are likely to have an
interest in purchasing products or services in the sector of the technology
industry to which the particular publication relates. Because CMP offers its
advertisers access to a highly targeted and valuable subscriber base, it is able
to sell advertising space in its controlled-circulation publications at rates
that are higher than the average rates charged by publications aimed at more
general audiences.

As of March 31, 1997, CMP employed 335 salespeople, sales managers and
sales executives, plus 341 sales support staff and personnel who provide
customer service, research, promotional support and value-added programs for
advertisers. The Company believes it has built one of the most knowledgeable
sales teams in the technology publishing sector.

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CIRCULATION

CMP limits its controlled-circulation publications to a pre-determined
number of "qualified recipients". It requires each person seeking to become a
"qualified recipient" for any of its controlled-circulation publications to
submit an annual application form on which the applicant provides information
regarding the primary products or services used at the applicant's business, the
dollar amount of annual purchases of components, equipment and services for
which the applicant has buying authority and the type of purchasing activities
in which the applicant engages. Once CMP accepts an applicant as a qualified
recipient for a controlled-circulation magazine or newspaper, that person is
entitled to receive the particular CMP publication for one year. The recipient
must requalify each year thereafter to continue receiving the publication.
Waiting lists are sometimes maintained by CMP for certain publications. When
recipients leave the industry or lose buying authority, their names are removed
from the subscription list, and eligible new applicants are added from a waiting
list, referral or other source of new applications.

CMP's subscriber information for each of its controlled-circulation
publications and for NetGuide Magazine is audited each year by BPA International
("BPA"), a nationally recognized auditor of periodical subscription lists
specializing in controlled-circulation publications. BPA's audits verify that
CMP's subscription information accurately identifies the number and job
characteristics of qualified recipients and that the qualified recipients are in
fact eligible to subscribe to the relevant publication under CMP's standards
established for that publication. The Audit Bureau of Circulation, another
nationally recognized auditor of periodical subscription lists, audits WINDOWS
Magazine and HomePC.

Subscriptions for CMP's paid-circulation publications are generated through
a mix of direct mail marketing, online promotion, insert cards in the Company's
magazines and advertising. Another source of subscriptions is the magazines'
content areas on the Internet.

PRODUCTION AND DISTRIBUTION

CMP's publications and other printed materials are printed and bound by
independent printers. The Company believes that outside printing services are
readily available at competitive prices, and its publications are printed by
several different printers.

The principal raw material used in the Company's print publications is
paper. CMP is party to a number of long-term paper supply contracts under which
it purchases the bulk of the paper used by its printers to produce the Company's
publications. The Company believes that the existing arrangements providing for
the supply of paper are adequate and that, in any event, alternative sources are
available. Paper costs represent a significant expense for the Company,
accounting for approximately 9.9% of the Company's total operating costs and
expenses in 1996. All of the Company's paper supply contracts provide for price
adjustments (upwards or downwards) on a quarterly basis to reflect
then-prevailing market prices. Paper prices are affected by a variety of
factors, including demand, capacity, pulp supply and general economic
conditions. Paper prices have been volatile over the past several years. The
Company's costs for paper, relative to revenues, can vary from year-to-year due
to increased paper demands associated with the launch of new publications. See
"Risk Factors -- Effect of Increases in Paper and Postage Costs" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Inflation and Volatility of Paper Prices".

The Company uses third-party distributors to distribute the United States
and international editions of certain of its publications. The United States
editions of the Company's paid-circulation publications are distributed
nationally primarily by Murdoch Magazine Distributions, Inc., International
Periodical Distributors and Ingram Periodicals, Inc. to retailers, smaller
stores, and computer stores, and internationally by Worldwide Media Service,
Inc.

Many of the Company's publications are delivered to the United States
Postal Service directly by the printer. Postage costs also represent a
significant expense for the Company, accounting for

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approximately 5.7% of the Company's total operating costs and expenses in 1996.
In an attempt to contain postal costs, the Company takes advantage of various
postal discounts as well as alternative delivery services.

PROMOTION AND MARKETING

The Company uses advertising, publicity, trade show presentations and
promotions to increase brand awareness for its publications and services and to
position its brands, as well as to generate subscriptions and increase online
traffic. The Company's marketing of its Internet services has been focused to
date on advertising in print publications and online venues.

COMPETITION

The Company faces significant competition with respect to its print
publications from a number of technology publishers, some of which have
substantially greater financial resources that may give them a competitive
advantage. In addition, the Company faces broad competition for audiences and
advertising revenue from other media companies that produce magazines,
newspapers and online content. Overall competitive factors include product
positioning, editorial quality, circulation, price and customer service.
Competition for advertising dollars is primarily based on advertising rates, the
nature and scope of readership, reader response to advertisers' products and
services, and effectiveness of sales teams.

There are several other technology publishing companies, including
Ziff-Davis Inc. ("Ziff-Davis"), International Data Group ("IDG") and Cahners
Publishing Company, which compete intensively with the Company in certain
sectors of the technology publishing market targeted by the Company's
publications. The Company estimates that there are more than 350 technology
magazines in the United States, most of which are published by smaller
publishers. Although in terms of advertising pages the Company's publications
are market share leaders in the OEM and channel sectors of the technology
publishing market, other publishers are the market share leaders in the
enterprise computing and personal computing sectors of the market.

An increasing number of companies, some with significantly greater
resources than the Company, are developing online content and services for
delivery on the World Wide Web, and competing for audiences and the advertising
dollars that are currently being devoted to the Internet. The Company's World
Wide Web sites compete with other technology-related online content sites such
as c/net and ZDnet.

TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

The Company regards its copyrights, trademarks, trade secrets and similar
intellectual property as critical to its success and relies upon copyright,
trademark and trade secrets laws, as well as confidentiality agreements with its
employees and others, to protect its rights. The Company pursues the
registration of its material trademarks in the United States and, depending upon
use, in certain other countries. Effective copyright, trademark and trade secret
protection may not be available in every country in which the Company's
publications and services are available.

From time to time, the Company may be subject to legal proceedings and
claims in the ordinary course of its business, including claims of alleged
infringement by the Company and its licensees of trademarks and other
intellectual property rights of third parties. The Company does not believe
there are any legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on the Company's business, financial
condition or results of operations.

FACILITIES

CMP's world headquarters are located in Manhasset, New York, and the
Company has editorial, production and sales offices in many other cities in the
United States and around the world,

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including: Atlanta; Chicago; Dallas; Irvine, California; Jericho, New York; Los
Angeles; New York City; St. Paul; San Francisco; San Mateo, California; Waltham,
Massachusetts; Washington, D.C.; Hong Kong; London; Munich; Paris; Taipei; and
Tokyo.

The Company owns no material real estate and leases all of its offices from
third parties. The Founding Family has a 15% minority interest in the entity
from which the Company leases its Manhasset, New York offices. See "Certain
Relationships and Related Transactions". The Company believes that its
properties, taken as a whole, are in good operating condition and are suitable
and adequate for the Company's current business operations, and that suitable
additional or alternative space, including space available under lease options,
will be available at commercially reasonable terms for future expansion.

EMPLOYEES

As of March 31, 1997, the Company had a total of 1,605 employees. Of these
employees, 418 were engaged in editorial, 676 were engaged in sales, marketing
and related support activities, 36 were engaged in circulation, 62 were engaged
in production, 102 were engaged in information technology support and 311 were
engaged in general corporate, finance and administrative activities. None of the
Company's employees is represented by a labor union. The Company considers its
relationships with its employees to be excellent.

CMP and many of its employees actively participate in and contribute to
social programs in the communities where the Company operates. The CMP
Foundation is a non-profit organization created by the Company to direct
donations on behalf of the Company to worthy causes, most of which are
recommended by CMP's employee community action committee after considering
recommendations from employees and requests from outside groups. CMP's founders
also launched a non-profit organization, Institute for Community Development,
Inc., in 1989 to provide intensive academic and social support programs for
underperforming students in low-income communities. See "Certain Relationships
and Related Transactions". The Company firmly believes that its social
commitment and involvement are important to building strong relationships among
the Company, its employees and the communities in which its employees live and
work.

LITIGATION

There are no legal proceedings to which the Company is a party, other than
ordinary routine litigation incidental to the business of the Company which is
not otherwise material to the business or financial condition of the Company.

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

[Enlarge/Download Table]

NAME AGE POSITION
---------------------------------- --- --------------------------------------------------

Michael S. Leeds.................. 44 President, Chief Executive Officer and a Director
Kenneth D. Cron................... 40 Executive Vice President and President of
Publishing
Daniel H. Leeds................... 41 Executive Vice President, President of
International and a Director
Joseph E. Sichler................. 56 Vice President and Chief Financial Officer
Robert D. Marafioti............... 50 Vice President, Secretary and General Counsel
Tina Sanacore..................... 36 Treasurer
Barbara Kerbel.................... 50 Vice President of Corporate Communications
Grace Monahan..................... 41 Vice President and Chief Information Officer
Gerard G. Leeds................... 74 Co-Chairperson of the Board of Directors
Lilo J. Leeds..................... 69 Co-Chairperson of the Board of Directors
Richard A. Leeds.................. 43 Director

OTHER KEY EMPLOYEES

Set forth below are certain key employees of CMP:

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NAME AGE POSITION
---------------------------------- --- --------------------------------------------------

E. Drake Lundell, Jr. ............ 55 Senior Vice President, Director of Strategic
Planning
Jeffrey L. Strief................. 41 Senior Vice President, Enterprise and Personal
Computing Publications
Rebecca S. Barna.................. 47 Vice President, Internet Media
Girish Mhatre..................... 47 Vice President, OEM Publications
John Russell...................... 37 Vice President, Channel Publications

Gerard G. Leeds and Lilo J. Leeds are husband and wife. Michael S. Leeds,
Daniel H. Leeds and Richard A. Leeds are children of Gerard and Lilo Leeds.

Michael S. Leeds is President and Chief Executive Officer ("CEO") of the
Company and a member of the Board of Directors. Mr. Leeds joined CMP in 1984
when he launched CMP's travel group of publications with Business Travel News.
In 1985 he was promoted to Vice President and group publisher of CMP's travel
publications. He was responsible for the Company's entry into international
publishing in 1986, and he was named President and CEO of the Company in 1988.
Before joining CMP, Mr. Leeds was a publisher at Harcourt Brace Jovanovich and
prior to that, he served for five years as a marketing director and in sales at
Ziff-Davis.

Kenneth D. Cron is an Executive Vice President of the Company and the
President of Publishing. Mr. Cron joined CMP in 1978 as a salesperson for
Electronic Engineering Times. In 1983, he was named publisher of Computer
Reseller News, and in 1987 he was promoted to Vice President and group publisher
of the Company's OEM publications. In 1989, he also assumed group publisher
responsibilities for the channel publications. In 1992, Mr. Cron was appointed
Executive Vice President, Technology Publishing Division, and in 1994 he was
promoted to President of Publishing, in which role he now oversees CMP's
publishing activities. Prior to joining CMP, Mr. Cron was employed by IBM.

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Daniel H. Leeds is an Executive Vice President of the Company and the
President of International, as well as a member of the Board of Directors. Since
joining CMP in 1985, Mr. Leeds directed CMP's printing business, its entry into
electronic publishing and its international operations. Mr. Leeds was appointed
President of International in 1992, in which capacity he directs CMP's non-U.S.
businesses, including its worldwide sales network, its non-U.S. publications and
Internet services, and its international licensing program. Prior to joining
CMP, he was a publisher at Harcourt Brace Jovanovich and earlier worked at
Digital Equipment Corporation and Schlumberger Ltd.

Joseph E. Sichler is a Vice President and the Chief Financial Officer of
the Company. Mr. Sichler joined CMP in 1992. From 1988 to 1992, he was Executive
Vice President and Chief Financial Officer of Devon Group Inc., a publishing,
printing and graphic arts company in Stamford, Connecticut. From 1982 to 1988,
he was Senior Vice President and Chief Financial Officer of Ensign Bickford, a
specialty chemicals company in Simsbury, Connecticut. From 1976 to 1982, Mr.
Sichler served with Heublein Inc. in Farmington, Connecticut, as Vice President
of Planning and Development.

Robert D. Marafioti is a Vice President and the Company's Secretary and
General Counsel. Mr. Marafioti joined CMP as its General Counsel in 1988. He was
previously Senior Vice President and Assistant General Counsel of JWT Group,
Inc., the parent company of J. Walter Thompson Company, Hill & Knowlton, Simmons
Market Research Bureau and other communications businesses.

Tina Sanacore was recently promoted from Assistant Treasurer to Treasurer
of the Company. Prior to assuming her first treasury post in 1996, Ms. Sanacore
was the business manager/assistant to the President of Publishing, and before
that held various financial and business management positions with CMP. Ms.
Sanacore joined CMP in 1985 as a staff accountant in the financial planning
department.

Barbara Kerbel is Vice President of Corporate Communications. Ms. Kerbel
joined CMP in 1981 as a copy editor and then worked on the launch of
CommunicationsWeek as senior editor. She then left CMP for a five-year hiatus
with Impressions-ABA Industries, Inc., a marketing communications firm. Ms.
Kerbel returned to CMP in 1989 as marketing director for CommunicationsWeek. She
was appointed director of Corporate Communications in 1993, and she was promoted
to her current position in 1995.

Grace Monahan is a Vice President and the Company's Chief Information
Officer ("CIO"). An 18-year veteran of the Company, she was appointed as CIO in
early 1996, from her previous position as Executive Vice President of
Operations. Ms. Monahan joined CMP in 1978 as a reader service analyst. In 1981,
she was named circulation director, and in 1988, she was promoted to Vice
President of Operations.

Gerard G. Leeds is Co-Chairperson of the Board of Directors and co-founded
the Company with his wife, Lilo Leeds, in 1971. Prior to founding CMP, Mr. Leeds
founded and was CEO of several electronics companies.

Lilo J. Leeds is Co-Chairperson of the Board of Directors and co-founded
the Company with her husband, Gerard Leeds, in 1971. Prior to becoming
Co-Chairperson, Lilo Leeds served as Senior Vice President of the Company and as
an officer and director of several electronics companies.

Richard A. Leeds is a member of the Board of Directors. Mr. Leeds is the
President of Computer Products Introductions Corp., a company that specializes
in developing and implementing marketing campaigns for new software products.
Mr. Leeds founded Computer Products Introductions Corp. in 1986.

E. Drake Lundell, Jr. is a Senior Vice President and the Company's Director
of Strategic Planning. After joining CMP in 1984, Mr. Lundell founded CMP's
InformationWeek in 1985 and was its publisher until 1990. He was named publisher
of WINDOWS Magazine in 1991, became

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group publisher of the Company's personal computing publications in 1994, and
assumed his current position in June 1997. Before joining CMP, he was editor of
Computerworld and subsequently helped launch PCWeek, serving as its first
associate publisher and editor-in-chief. Mr. Lundell's group sold PC Week to
Ziff-Davis in 1983.

Jeffrey L. Strief is a Senior Vice President and the group publisher of the
Company's enterprise and personal computing publications. Mr. Strief joined CMP
in 1985 as a district sales manager for Computer Reseller News and became its
publisher in 1988. He assumed group publisher responsibilities for the Company's
channel publications in January 1992 and for the OEM publications in June 1992.
He moved to group publisher of the Company's enterprise computing publications
in 1994 and assumed responsibility for the personal computing publications in
June 1997.

Rebecca S. Barna is a Vice President and group publisher of Internet Media
products. Ms. Barna was appointed to her current position in January 1997 with
responsibility for the Company's Internet services and related investments.
Prior to her promotion, Ms. Barna was the publishing director of the Company's
enterprise computing publications. In her eight-year career with CMP, she has
also served as editor-in-chief, publisher and publishing director of
InformationWeek. Before joining CMP, Ms. Barna held numerous editorial and
management positions, including editor of Datamation Magazine.

Girish Mhatre is a Vice President and group publisher of the Company's OEM
publications. Mr. Mhatre joined CMP in 1978 as a semiconductor reporter for
Electronic Engineering Times. In 1982, he was named editor-in-chief of
Electronic Engineering Times and in 1988 became its publisher. Mr. Mhatre was
appointed to his present position in 1994. Prior to joining CMP, he spent six
years as an electronics design engineer.

John Russell is a Vice President and the group publisher of the Company's
channel publications. He was promoted to his current position in 1994 from his
previous position as publishing director of the channel publications. Mr.
Russell has been in the computer industry and reseller channel for 15 years. He
first joined the Company in 1983 as an editor of Computer Reseller News, where
he served as editor-in-chief from 1987 until being named publisher in 1992.

BOARD OF DIRECTORS

The Company anticipates that the size of the CMP Board of Directors will be
increased to seven directors, and that two additional directors who are not
affiliates or present or former employees of the Company will be elected to the
Board (the "Independent Directors"). Each member of the Board of Directors holds
office until the next annual meeting of stockholders and until his or her
successor has been duly elected and qualified.

DIRECTOR COMPENSATION

All directors are reimbursed for expenses incurred in connection with
attendance at meetings of the Company's Board of Directors. Each non-employee
director currently receives an annual retainer of $10,000 for serving as a
member of the Board of Directors and a fee of $2,500 for each meeting of the
Board attended by such director. Following consummation of the Offerings, each
non-employee director will receive an annual retainer of $20,000 for serving as
a member of the Board, a fee of $2,500 for each meeting of the Board of
Directors attended by such director and a fee of $1,000 for each meeting of a
committee of the Board held on a date not coinciding with a meeting of the
Board. Under the CMP Media Inc. Directors' Stock Compensation Plan, if a non-
employee director beneficially owns less than 1% of the Company's outstanding
Common Stock, such director's annual retainer will be paid 50% in cash and 50%
in the form of options to purchase shares of Class A Common Stock. It is
currently contemplated that the exercise price of any such options will be equal
to the fair market value of the Class A Common Stock on the date of grant, and
the number of options will be determined using the Black-Scholes option-pricing
model. Options granted to non-employee directors will vest in installments of
one-third on each anniversary of the

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grant date. Each non-employee director will have the right to waive the payment
of all or any portion of the annual cash retainer in exchange for options to
purchase Class A Common Stock. Following initial election and qualification to
the Board of Directors, each non-employee director who is not a member of the
Founding Family will receive a grant of shares of Class A Common Stock with a
fair market value of $10,000, which may be restricted shares. The Company has
reserved 35,000 shares of Class A Common Stock for issuance under the Directors'
Stock Compensation Plan. Directors who are also employees of the Company receive
no compensation for their service as directors of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Gerard Leeds, Lilo Leeds, Michael Leeds and Richard Leeds currently serve
on the Compensation Committee of the Board of Directors. Lilo Leeds, Michael
Leeds and Daniel Leeds currently serve on the Stock Plan Committee of the Board
of Directors. The Company anticipates that the Independent Directors will also
serve on the Compensation Committee and on the Stock Plan Committee. Michael
Leeds is President and CEO of the Company and Daniel Leeds is President of
International. Gerard and Lilo Leeds are Co-Chairpersons of the Board of
Directors.

On November 27, 1996, pursuant to Share Purchase Agreements, Gerard Leeds
and Lilo Leeds sold an aggregate of 943,800 shares of Class A Common Stock to
Michael Leeds and Daniel Leeds. Michael Leeds purchased 566,280 shares for an
aggregate purchase price of $594,000, and Daniel Leeds purchased 377,520 shares
for an aggregate purchase price of $396,000. The purchase price for the Class A
Common Stock was determined by reference to an independent appraisal of the
market value of a minority interest in the Company as of June 30, 1991, as
required by an agreement among the members of the Founding Family dated as of
June 30, 1991. In connection with the purchase of Class A Common Stock, Michael
Leeds and Daniel Leeds each entered into a Stockholders' Agreement
(collectively, the "Executive Stockholders' Agreements") with the Company,
Gerard Leeds and Lilo Leeds. The Executive Stockholders' Agreements prohibit the
disclosure or use of the Company's proprietary or confidential information and
restrict certain competitive practices for two years following termination of
employment with the Company, or so long as the individual owns shares acquired
under the respective Share Purchase Agreements. The Executive Stockholders'
Agreements also restrict the amount and timing of any sales of the shares of
Class A Common Stock. In addition, the Company granted Michael Leeds and Daniel
Leeds options to purchase 755,040 and 943,800 shares of Class A Common Stock,
respectively, and each of them entered into an employment agreement with the
Company. See "--Option/SAR Grants in Last Fiscal Year" and "--Employment
Agreements".

The Company has guaranteed a loan to Michael Leeds of $3,000,000 and a loan
to Daniel Leeds of $1,700,000. The proceeds of both loans were used to pay taxes
in connection with their purchase of Class A Common Stock from Gerard Leeds and
Lilo Leeds. The loan to Michael Leeds is due and payable in full on November 14,
2001, but the Company has agreed to extend the guarantee until December 31,
2005. The loan to Daniel Leeds is due and payable in full on November 14, 2001,
but the Company has agreed to extend the guarantee until December 31, 2007.

For a discussion of certain other transactions and relationships involving
members of the Compensation Committee and the Stock Plan Committee who are also
members of the Founding Family, see "Certain Relationships and Related
Transactions".

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EXECUTIVE COMPENSATION

The following table shows compensation paid to, deferred or accrued for the
benefit of the Company's President and Chief Executive Officer and each of the
four remaining most highly compensated executive officers (the "Named Executive
Officers") for all services rendered to CMP during the fiscal year ended
December 31, 1996.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

LONG-TERM
COMPENSATION
1996 ANNUAL COMPENSATION ---------------------
--------------------------------- RESTRICTED ALL OTHER
OTHER STOCK OPTIONS/ COMPENSA-
NAME AND PRINCIPAL POSITION SALARY BONUS ANNUAL (1) AWARDS (2) SARS (#) TION (3)
--------------------------- -------- ---------- --------- ---------- -------- ---------

Michael S. Leeds........... $600,000 $1,908,062 -- $6,606,000 755,040 $13,236
President and CEO
Kenneth D. Cron............ 500,000 1,727,316 -- 4,404,000 943,800 17,888
President of Publishing
Daniel H. Leeds............ 400,000 506,814 $86,000 4,404,000 943,800 12,461
President of
International
Gerard G. Leeds(4)......... 185,000 1,317,000 -- -- -- 231
Co-Chairperson of the
Board of Directors
Lilo J. Leeds(4)........... 185,000 1,317,000 -- -- -- 231
Co-Chairperson of the
Board of Directors

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

(1) The amount shown for Daniel Leeds, who is based in Europe, reflects a cost
of living allowance of $80,000 and a car allowance of $6,000. The Company
has not included in the Summary Compensation Table the value of incidental
personal perquisites furnished by the Company to the other Named Executive
Officers, since such value did not exceed the lesser of $50,000 or 10% of
the total of annual salary and bonus reported for such Named Executive
Officers.

(2) The amounts shown in the Summary Compensation Table represent the fair
market value of the restricted stock on the date of purchase, less the
amount paid by each Named Executive Officer for the shares. All shares of
restricted stock are shares of Class A Common Stock, and holders of
restricted stock are entitled to dividends, if any, paid on the Class A
Common Stock. As of December 31, 1996, Michael Leeds held a total of 566,280
shares of restricted stock with an appraised aggregate fair market value of
$7,200,000; Kenneth Cron held a total of 377,520 shares of restricted stock
with an appraised aggregate fair market value of $4,800,000; and Daniel
Leeds held a total of 377,520 shares of restricted stock with an appraised
aggregate fair market value of $4,800,000. Fair market value was determined
by an independent appraisal conducted by Furman Selz LLC, one of the
Underwriters of the Offerings. Following consummation of the Offerings,
sales of restricted stock by Michael Leeds, Daniel Leeds and Kenneth Cron
will be subject to the Executive Stockholders' Agreements. See
"--Compensation Committee Interlocks and Insider Participation" and "Certain
Relationships and Related Transactions".

(3) Amounts reported under "All Other Compensation" for each Named Executive
Officer include $231 for life insurance premiums paid by the Company for the
benefit of each Named Executive Officer under the Company's group life
insurance benefit plan, and the balance represents contributions made by the
Company on behalf of each Named Executive Officer under the Company's Profit
Sharing and Retirement Savings Plan.

(4) Following consummation of the Offerings, Gerard and Lilo Leeds will no
longer receive a salary or bonus from the Company and will only receive fees
for their services as non-employee directors of the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--1996 Compared with 1995" and "--Director Compensation".

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth information for certain Named Executive
Officers with respect to grants of options to purchase Class A Common Stock of
the Company made during the fiscal year ended December 31, 1996. No grants of
SARs were made during the last fiscal year.

[Enlarge/Download Table]

INDIVIDUAL GRANTS
---------------------------------------------------------------------------
PERCENT OF
TOTAL
OPTIONS/SARS
NUMBER OF GRANTED TO EXERCISE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE PER EXPIRATION PRESENT
NAME GRANTED(1) FISCAL YEAR SHARE(2) DATE(3) VALUE(4)
-------------------- ------------ ------------ --------- ------------- ----------

Michael S. Leeds 755,040 28% $ 12.72 12/31/2008 $446,374
Kenneth D. Cron 943,800 36 12.72 12/31/2010 763,757
Daniel H. Leeds 943,800 36 12.72 12/31/2010 763,757

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

(1) The options issued to Michael Leeds vest on December 31, 2003, and the
options issued to Kenneth Cron and Daniel Leeds vest on December 31, 2005.
The grant date for these options was November 27, 1996. These options are
subject to accelerated vesting if the Company meets certain performance
targets.

(2) The exercise price was set at the fair market value of the shares of
underlying Class A Common Stock on the date of grant. Fair market value was
determined by an independent appraisal conducted by Furman Selz LLC, one of
the Underwriters of the Offerings.

(3) The options expire five years after vesting. The expiration dates in the
table represent the latest date on which the options will expire.

(4) The present value of the options granted was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions:
dividend yield of 5%, volatility of 0%, risk free interest rates of 6.02%
for options vesting in seven years and 6.22% for options vesting in nine
years and an expected life of seven to nine years.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

The following table sets forth information for certain Named Executive
Officers with respect to options to purchase Class A Common Stock of the Company
and SARs held as of December 31, 1996. No options or SARs were exercised in the
last fiscal year.

[Enlarge/Download Table]

VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SARS AT FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
---------------------------------- ----------------------------------
NAME EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
----------------- -------------- ------------- -------------- -------------

Michael S. Leeds 20,000 835,040 $264,000 $ 1,502,374
Kenneth D. Cron 20,000 1,023,800 264,000 1,819,757
Daniel H. Leeds 20,000 1,023,800 264,000 1,819,757

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

(1) The options held by Michael Leeds, Daniel Leeds and Kenneth Cron were
granted as of November 27, 1996, and the exercise price was set at the fair
market value on the date of grant. Fair market value was determined by an
independent appraisal conducted by Furman Selz LLC, one of the Underwriters
of the Offerings.

(2) A maximum of 20% of the SARs held by any Named Executive Officer may be
exercised in any one fiscal year. Therefore, 20% of each Named Executive
Officer's SARs are listed in the table under "Exercisable" and the remaining
80% are listed under "Unexercisable". See "-- 1988 Equity Appreciation
Plan".

STOCK INCENTIVE PLAN

The Company established the CMP Media Inc. 1996 Stock Option Plan (the
"Option Plan") effective December 2, 1996. Prior to consummation of the
Offerings, the Option Plan was amended, restated and renamed the CMP Media Inc.
Stock Incentive Plan (the "Stock Plan"). The Option

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Plan provides for the issuance of non-qualified stock options to key employees
of the Company. Under the Option Plan, a maximum of 1,132,560 shares of Class A
Common Stock are available for issuance as of December 31, 1996. The Company
intends to register the shares reserved under the Option Plan with the
Securities and Exchange Commission (the "SEC"). The Option Plan provides for
adjustments in the number of shares available for grant as options and in the
exercise price of such shares in the event of a stock split, stock dividend,
combination of shares, transfer of assets, merger, reorganization, spin-off,
spin-out or other similar change, exchange, reclassification of or any other
event affecting the Class A Common Stock at the discretion of the Stock Plan
Committee which administers the Option Plan.

The Stock Plan Committee will be composed of not less than three members,
two of whom must be disinterested members of the Company's Board of Directors,
who shall not be eligible to be granted options under the Option Plan while
serving as members of the Stock Plan Committee. The Stock Plan Committee
currently consists of Lilo Leeds, Michael Leeds and Daniel Leeds.

The Stock Plan Committee has the discretion to determine which eligible
individuals will receive options, the number of shares to be covered by the
options, the exercise and expiration dates of the options, the exercise price
and the terms and conditions of the options. The individuals eligible for awards
are key employees of the CMP Group (as defined in the Option Plan), excluding
Michael Leeds, Daniel Leeds and Kenneth Cron. In no event may an option be
granted under the Option Plan after December 31, 2005. No individual may receive
options for more than 357,500 shares in any single taxable year of the Company,
unless the Stock Plan Committee expressly determines that an option shall not be
designed to comply with the safe-harbor performance-based exception from the tax
deductibility limitations of Section 162(m) of the Internal Revenue Code. The
exercise price of any option shall be determined by the Stock Plan Committee,
but may not be less than 75% of the fair market value of the stock on the grant
date, or, if greater, the par value of the stock. Options awarded under the
Option Plan generally are not assignable or transferable except by will or by
the laws of descent and distribution. The specific terms of any option awarded
under the Option Plan will be reflected in a stock option agreement executed by
the Company and the optionee. The Stock Plan Committee may permit the exercise
price to be paid (i) in cash or its equivalent; (ii) through delivery of other
shares of Class A Common Stock, which shall be valued at their fair market value
(provided that, if such shares were acquired by the optionee pursuant to the
Option Plan, such shares have been owned by the optionee for at least six months
prior to their transfer and delivery to the Company); (iii) by any other method
authorized by the Stock Plan Committee; or (iv) by any combination of the
foregoing methods of payment.

Once vested, an option may remain exercisable until the earliest of: (i)
the expiration date designated by the Stock Plan Committee, (ii) if the
optionee's employment ceases by reason of his or her death or Disability (as
defined in the Option Plan), two years after such termination of employment, or
(iii) if the optionee's employment ceases by reason of his or her Dismissal
Without Cause (as defined in the Option Plan), six months after the date of
termination of employment. If the optionee's employment ceases by reason of his
or her Retirement (as defined in the Option Plan), his or her options shall
remain exercisable and, to the extent not already vested, shall continue to vest
until the earlier of the expiration date or three years after the date of
termination of employment, unless otherwise determined by the Stock Plan
Committee. In any event, an option shall expire no later than the tenth
anniversary of the date it is granted.

Unless otherwise determined by the Stock Plan Committee, if an optionee's
employment with the Company terminates for any reason other than death,
Disability, Dismissal Without Cause or Retirement (as defined in the Option
Plan), all rights of the Optionee in any option, to the extent they have not
already expired or been exercised, shall terminate and be extinguished
immediately upon termination of employment. Notwithstanding the above, if an
optionee engages in competition (as defined in the applicable stock option
agreement) with the CMP Group, whether during or after his or her employment,
all rights of the optionee in any option, to the extent such rights have not
already expired or been exercised, shall terminate and be extinguished
immediately upon com-

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mencement of such competition. In the event the optionee exercises an option at
a time when, without the Company's knowledge or consent, he or she has already
engaged in competition with the Company, the Company may rescind and void such
exercise and optionee shall return upon demand by the Company such stock
certificate(s) representing the shares issued to him or her upon the exercise of
the option and still owned by the optionee.

If the optionee's employment terminates due to Dismissal Without Cause or
resignation for Good Reason (as defined in the Option Plan) within three years
after a Change in Control, then all of his or her options shall immediately vest
and shall remain fully exercisable until their respective expiration dates as
set forth in the applicable stock option agreements.

In the event that the Company redeems any shares of Class B Common Stock
owned by any member of the Founding Family pursuant to the 1991 Shareholders'
Agreement, the Company shall adjust the number of unissued shares of Class A
Common Stock subject to outstanding options under the Option Plan and shall
redeem any issued shares to the extent necessary to ensure that each optionee's
percentage interest in the Company remains the same as such interest would have
been but for such redemption of the Class B Common Stock.

The Option Plan may be amended, modified, suspended or terminated by the
Board of Directors of the Company in whole or in part at any time; provided that
(i) no such amendment, modification, suspension or termination of the Option
Plan may materially and adversely affect the rights of or obligations to any
optionee without such optionee's consent, and (ii) no amendment which renders
the grant or exercise of an option nonexempt under Rule 16b-3 of Section 16(b)
of the Securities Exchange Act of 1934 (the "Exchange Act") shall be made or be
effective.

The grant of an option under the Option Plan will not have any immediate
effect on the federal income tax liability of the Company or the optionee. If
the Stock Plan Committee grants an option to an optionee, then the optionee will
recognize ordinary income at the time he or she exercises the option equal to
the difference between the fair market value of the Class A Common Stock at that
time and the exercise price paid by the optionee, and the Company will receive a
deduction for the same amount.

In January 1997, the Stock Plan Committee approved the grant of and the
Company issued options to purchase an aggregate of 419,705 shares of Class A
Common Stock under the Option Plan to eleven key employees. The exercise price
for these options was set at the fair market value of the Class A Common Stock
on the date of grant, as determined by an independent appraisal conducted by
Furman Selz LLC, and the options generally vest 15% each year from 1998 through
2001 and 20% each year in 2002 and 2003.

The Stock Plan will include substantially all of the provisions of the
Option Plan, as described above, and will also permit the award of additional
forms of equity-based incentive compensation, including incentive stock options,
stock appreciation rights, stock bonuses, restricted stock awards, performance
units and phantom stock as well as awards consisting of combinations of such
incentives.

The Stock Plan will permit the grant of Incentive Stock Options ("ISO's")
within the meaning of Section 422 of the Internal Revenue Code. ISO's issued
under the Stock Plan will be subject to the restrictions applicable to stock
options issued under the Option Plan, as set forth above, except as follows: (i)
the exercise price under any ISO shall be no less than the fair market value of
the stock as of the grant date (or, in the case of an individual owning stock
possessing 10 percent or more of the combined voting power of all classes of
stock, the exercise price shall be no less than 110 percent of the fair market
value as of the grant date); (ii) the aggregate fair market value (determined as
of the grant date) of stock for which any individual may be granted an ISO which
is exercisable for the first time in any calendar year may not exceed $100,000;
(iii) no ISO will be exercisable after the expiration of 10 years from the date
the option is granted (or, in the case of an individual owning stock possessing
10 percent or more of the combined voting power of all classes

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of stock, the options shall not be exercisable for more than five years after
the grant date); and (iv) each ISO shall cease to be exercisable no later than
three months following an optionee's termination of employment (or, in the case
of a termination by reason of Disability (as defined in the Stock Plan), each
ISO shall cease to be exercisable no later than one year following such
termination).

The Stock Plan Committee may grant stock appreciation rights as an
alternative to or supplement to a related stock option. A stock appreciation
right will entitle its holder to be paid an amount equal to the fair market
value of the Class A Common Stock subject to the stock appreciation right on the
date of exercise of the stock appreciation right less the exercise price of the
related stock option, or such other price as the Stock Plan Committee may
determine for such stock appreciation right.

The Stock Plan Committee may grant awards of stock as restricted stock,
bonus stock or deferred stock. Shares of Class A Common Stock covered by a
restricted stock award will be issued to the recipient at the time the award is
granted but will be subject to forfeiture in the event continued employment
and/or other conditions established by the Stock Plan Committee at the time the
award is granted are not satisfied. A stock bonus award or a deferred stock
award will provide for the future payment of cash or the issuance of shares of
Class A Common Stock to the recipient if continued employment and other
performance objectives established by the Stock Plan Committee at the time of
grant are attained. The performance objectives that must be attained to receive
any award subject to performance criteria will be designated by the Stock Plan
Committee and may be based on pre-established amounts of, among other things,
annual net income, operating income, cash flow, return on assets, return on
equity, return on capital or total stockholder return.

The Stock Plan Committee may award dividend equivalents, independently or
in conjunction with restricted stock, stock bonus or deferred stock awards,
which entitle the holder to the payment of amounts equal to the value of
dividends that may be paid with respect to shares of Class A Common Stock in the
future. Such dividend equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional shares or awards, or
otherwise reinvested.

Stock bonus awards, restricted stock awards and performance awards may, in
the discretion of the Stock Plan Committee, be settled in cash, on each date on
which shares of Class A Common Stock covered by the awards would otherwise have
been delivered or become unrestricted, in an amount equal to the fair market
value of such shares on such date.

The Stock Plan Committee has the discretion to provide, in an award under
the Stock Plan, that in the event of a change in control (as defined in the
Stock Plan): (i) the performance criteria of all performance awards and
performance-based restricted stock will be deemed fully achieved and all such
awards will become fully earned and vested; (ii) all options will become fully
exercisable and vested; and/or (iii) the restrictions, deferral limitations and
forfeiture conditions applicable to any other awards granted under the Stock
Plan will lapse and such awards will become fully vested.

The Stock Plan Committee has approved the grant of options to certain
employees prior to or concurrently with the Offerings to purchase an aggregate
of 393,250 shares of Class A Common Stock. There is no current intention to
issue stock appreciation rights, performance awards, restricted stock awards,
deferred stock awards, stock bonus awards or dividend equivalents under the
Stock Plan.

EMPLOYEE STOCK PURCHASE PLAN

Prior to consummation of the Offerings, CMP adopted the CMP Media Inc.
Employee Stock Purchase Plan (the "Purchase Plan"). The Purchase Plan will be
administered by the Stock Plan Committee. Each eligible employee will be given
an option to purchase up to a number of shares of Class A Common Stock equal to
10% of his or her Compensation (as defined in the Purchase Plan), divided by the
purchase price per share under the option. The Board of Directors has authorized
the issuance under the Purchase Plan of 1,500,000 shares of Class A Common
Stock. CMP intends to register the shares reserved under the Purchase Plan with
the SEC.

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Options granted under the Purchase Plan will be exercised six months after
the grant date. In no case may an employee receive an option which would permit
him or her to purchase more than $10,000 (subject to cost of living adjustments)
of shares, valued as of the grant date, for each calendar year in which the
option is outstanding. Eligible employees are those individuals employed by CMP
or any of its subsidiaries for at least three months as of the grant date, other
than certain part-time employees, temporary employees or any employee who,
immediately after the grant date, would own more than 5% of the total combined
voting power or value of all classes of stock of CMP. The price of the shares
purchased by employees under the Purchase Plan will be determined at the
discretion of the Stock Plan Committee, but will not be less than 85% of the
fair market value of the Class A Common Stock on the grant date or 85% of the
fair market value of the Class A Common Stock on the exercise date. Employees
electing to participate must authorize CMP to withhold from their pay each
payroll period during the six months succeeding the grant date, an amount to be
applied toward the purchase of shares.

Generally, the employee does not recognize taxable income, and CMP is not
entitled to an income tax deduction, on the grant or exercise of an option under
the Purchase Plan. If the employee does not sell the shares acquired upon
exercise of his or her option until at least one year after the date he or she
exercised the option and at least two years after the date the option was
granted to him or her, then the discount between the fair market value of the
shares on the date of grant and the exercise price will be recognized as
ordinary income and the appreciation over the fair market value as of the date
of grant will be treated as a capital gain. In such case, CMP will be entitled
to an income tax deduction corresponding to the amount of ordinary income
recognized by the employee. If the employee sells the shares acquired upon the
exercise of his or her option at any time within one year after the date of
exercise of the option, or two years after the date the option was granted, then
the employee will recognize ordinary income in an amount equal to the excess, if
any, of the lesser of the sale price or the fair market value on the date of
exercise, over the exercise price of the option. In the event of such a
"disqualifying" disposition, CMP will generally be entitled to a deduction in an
amount equal to the amount of ordinary income recognized by the employee.

The Purchase Plan may be amended, suspended or terminated by the Board of
Directors at any time, provided no such amendment, suspension or termination of
the Purchase Plan may adversely affect accrued rights of or obligations to the
participants without such participants' consent, and any such amendment,
suspension or termination will be subject to the approval of CMP stockholders to
the extent required by any federal or state law or regulation of any stock
exchange.

1988 EQUITY APPRECIATION PLAN

The Company established the CMP Publications, Inc. 1988 Equity Appreciation
Plan (the "EAP") effective January 1, 1988. The EAP provides for the issuance of
incentive deferred compensation to key employees and directors of the Company in
the form of Share Appreciation Rights ("SARs"). Each SAR represents an interest
in the appreciation of an Appreciation Plan Share, the value of which is
determined by a formula which considers pre-tax earnings and annual net sales of
the Company and its affiliates (an "EAP Share"). Thus, the SARs increase in
value as the Company's sales and profits increase.

The value of a SAR depends upon the appreciation in the value of the EAP
Share on the December 31 immediately preceding the date of redemption, less the
value of the EAP Share on the date of grant. As of December 31, 1987, the base
value of each EAP Share was deemed to be $3.80. No later than April 1 of each
year, a participant may elect to redeem a portion of his or her SARs. Normally,
payment of 50% of the value of the SARs redeemed each year shall be made by June
30 of that year, and the remainder shall be paid by December 15 of such year.
The Board of Directors of the Company has the discretion to delay (but by no
more than five years) up to two-thirds of the redemption payments of SARs, in
the event that such payments for the calendar year would exceed 20% of pre-tax
profits of the Company for the preceding year, or under extraordinary
circumstances for a reason deemed appropriate by the Board of Directors. All
payments made under the EAP are in the form of cash.

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The Board of Directors of the Company determines which key employees and
directors shall be granted SARs under the EAP. The maximum number of SARs which
all of the participants may receive in total under the EAP are limited to
2,000,000. SARs have been awarded to ten key employees of the Company, two of
whom are also directors of the Company. No SARs have been awarded to directors
for their service as directors of the Company, and the Board of Directors has
determined that no more SARs will be awarded under the EAP. The SARs normally
are subject to a nine-year redemption schedule beginning, at the election of the
participant, as early as June 30, 1993, and ending on June 30, 2002, unless the
Board of Directors provides an extension. Under the redemption schedule, a
participant must have redeemed at least 20% of his or her SARs as of June 30,
1998, 40% as of June 30, 1999; 60% as of June 30, 2000, 80% as of June 30, 2001
and 100% as of June 30, 2002; provided, however, that no more than 20% of a
participant's SARs may be redeemed in any one year. The Board of Directors has
the discretion to accelerate the payment of any or all redemptions and payments.

In the event a participant terminates employment with the Company for any
reason other than Termination for Cause (as defined in the EAP) or death, the
participant shall remain eligible to redeem equal percentages of his or her
remaining SARs in five annual installments commencing on the June 30 immediately
following the termination. In the event that a participant terminates employment
with the Company due to the participant's death, all of the employee's remaining
SARs shall be redeemed immediately at their value as of the December 31
immediately preceding the participant's death, and paid in ten semi-annual
installments commencing on the June 30 immediately following the participant's
death. In the event a participant is terminated for Cause or Competes (as such
terms are defined in the EAP) with the Company, he or she shall forfeit all SARs
which are not yet paid.

PROFIT SHARING & RETIREMENT SAVINGS PLAN

CMP established a defined contribution plan, now called the CMP Media Inc.
Profit Sharing & Retirement Savings Plan (the "Savings Plan"), effective October
1, 1977. The Savings Plan includes a qualified cash or deferred arrangement
under Section 401(k) of the Internal Revenue Code. Employees of CMP are eligible
to participate in the profit sharing portion of the Savings Plan as of the
January 1 following their attainment of age 20 1/2, subject to certain
exceptions. Employees of CMP who have attained age 20 1/2 are eligible to
participate in the cash or deferred arrangement portion of the Savings Plan as
of the first day of the quarter following three months of service, subject to
certain exceptions. Subject to limitations imposed by law, an employee
participating in the cash or deferred arrangement portion of the Savings Plan
may elect to defer and have contributed to the Savings Plan an amount up to 15%
of such employee's eligible compensation, on a pre-tax basis. The Savings Plan,
as amended, provides for a matching contribution to be made by CMP. For each
employee deferral, CMP will contribute an amount equal to 50% of the deferral,
but in no event more than 3% of the employee's eligible compensation. Matching
contributions are allocated only to those employees qualified to receive profit
sharing contributions and actively employed on the first and last business days
of the calendar year, subject to certain exceptions. In addition, under the
profit sharing component of the Savings Plan, CMP contributes an amount equal to
a percentage of each eligible employee's compensation; the percentage is based
on the employee's years of employment with CMP and eligible compensation,
subject to a minimum annual contribution of $1,000 for every eligible
participant. Profit sharing contributions are allocated only to those employees
who both are employed on the first and last business days of the calendar year
and have completed at least 1,000 hours of service during such calendar year,
subject to certain exceptions. Both matching contributions and profit sharing
contributions are subject to a seven-year vesting schedule that provides for 20%
vesting after completion of three years of service with an additional 20% vested
for each additional year of service, so that an employee's account is 100%
vested after seven years of service.

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PENSION PLAN

CMP established a defined benefit pension plan, now called the CMP Media
Inc. Pension Plan (the "Pension Plan"), effective January 1, 1980. The Pension
Plan was frozen as of December 31, 1992, so no additional benefits accrue under
the Pension Plan. Prior to December 31, 1992, employees of CMP who completed one
year of service and attained age 21 were eligible to participate in the Pension
Plan, subject to certain exceptions. The benefit provided under the plan is
payable monthly for the life of the participant. The amount of the benefit is
equal to 17% of the eligible employee's average monthly compensation, subject to
a reduction for those employees with less than 15 years of service, with CMP, as
determined on December 31, 1992. Benefits under the Pension Plan are subject to
a vesting schedule that provides for 20% vesting after completion of three years
of service, with an additional 20% vested for each additional year of service
and with 100% vesting after seven years of service. The Named Executive Officers
who are participants in the plan are Michael Leeds, Daniel Leeds and Kenneth
Cron, and the frozen monthly benefit payable for the life of each such Named
Executive Officer is approximately $728, $530 and $1,002, respectively.

EMPLOYMENT AGREEMENTS

Michael Leeds, Daniel Leeds and Kenneth Cron each have an employment
agreement with the Company. Each employment agreement is terminable at the will
of either party, provided that the employee gives ninety days notice of any
voluntary resignation or ten business days notice of a Resignation for Good
Reason, or the Company gives ten business days notice of a Dismissal for Cause
(as defined in the respective employment agreements). Each agreement provides
that the employee shall be entitled to an annual base salary, the benefits
provided to employees generally and an annual incentive bonus determined by the
Compensation Committee of the Board of Directors.

Each agreement prohibits the disclosure or use of any of the Company's
confidential or proprietary information. The agreements with Michael Leeds and
Daniel Leeds provide that the employee will not compete with the Company for up
to three years following termination of employment as long as the Company
continues to pay cash compensation as determined under the respective
agreements; provided, however, that such payments will be made only if
employment with the Company terminates by reason of Dismissal Without Cause or
Resignation For Good Reason (as defined in the respective employment agreements)
and not by reason of voluntary resignation or Dismissal For Cause (as defined in
the respective employment agreements) and only until the employee attains the
age of sixty-five. The agreements with Michael Leeds and Daniel Leeds also
provide that, upon termination of employment by reason of retirement at or after
attainment of age 65, the Company has the right to require, at its option,
continued compliance with the non-compete covenants for a period of up to two
additional years as long as the Company continues to pay an amount equal to that
determined under the agreements. The agreement with Mr. Cron provides that he
will not compete with the Company for up to five years following termination of
employment as long as the Company pays him cash compensation as determined under
his employment agreement. The agreement with Mr. Cron also provides that, upon
termination of employment by reason of retirement at or after attaining age 65,
the Company has the right to require, at its option, continued compliance with
the non-compete covenants for a period of up to five additional years as long as
the Company continues to pay cash compensation determined under his employment
agreement.

EMPLOYEE SHARE GRANTS

Upon the consummation of the Offerings, certain members of the Founding
Family will make a gift from their personal holdings to each employee of the
Company who is employed both on May 9, 1997 and on the date of consummation of
the Offerings of 10 shares of Class A Common Stock plus 30 shares for each full
year of service rendered by such employee. These shares of Class A Common Stock
will be held in trust for the benefit of such employees for one year. An
aggregate of

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approximately 200,000 shares of Class A Common Stock will be given to employees
pursuant to this arrangement. Officers of CMP will be given shares on the same
basis as other employees, except for Michael Leeds, Daniel Leeds and Kenneth
Cron who will not receive gift shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Gerard and Lilo Leeds founded the Institute for Community Development (the
"Institute") in 1989, and they currently serve as co-chairpersons of its board
of directors. The Institute is a non-profit organization dedicated to providing
quality education for underperforming students in low-income communities. The
Institute's principal programs, STAR (Success Through Academic Readiness) in
high schools and COMET (Children of Many Educational Talents) in middle schools,
assist children considered most at risk through academic support, counseling and
personal development programs. The Company supports the Institute by providing
it with office space and services without charge at its corporate headquarters
in Manhasset, New York, and at its New York City office. The Company incurred
expenses of approximately $441,000, $489,000 and $544,000 in 1994, 1995 and
1996, respectively, on behalf of the Institute. The Company intends to continue
to support the Institute, and expenses incurred by the Company on behalf of the
Institute in 1997 are anticipated to be approximately $643,000. CMP's Board of
Directors has adopted a resolution to the effect that aggregate annual
contributions by the Company, whether in cash or in kind, to public or private
charities or foundations (including, without limitation, the Institute) will not
exceed 3% of the Company's consolidated income before provision for income taxes
for the preceding fiscal year.

Gerard and Lilo Leeds founded the Margaret and Richard Lipmanson Foundation
(the "Lipmanson Foundation") and the Caroline and Sigmund Schott Foundation (the
"Schott Foundation", and together with the Lipmanson Foundation, the
"Foundations"). Gerard and Lilo Leeds and Greg-Jobin Leeds are the only officers
and directors of the each of the Foundations. Prior to the consummation of the
Offerings, Gerard and Lilo Leeds donated 500,000 shares of Class A Common Stock
to the Lipmanson Foundation and 500,000 shares of Class A Common Stock to the
Schott Foundation, and the Foundations will sell all such shares in the
Offerings. See "Principal and Selling Stockholders". The Foundations will use
the proceeds from the sale of shares of Class A Common Stock in the Offerings
primarily to support quality public education and child care in low-income
communities.

The Founding Family has a 15% ownership interest in the facility which the
Company leases as its principal offices. The existing lease expires in November
1999. Annual rental expense under this lease is approximately $4,500,000.

Michael Leeds was a member of the board of directors and treasurer of BPA
International, a not-for-profit membership association. Mr. Leeds' membership on
the BPA board of directors expired in May 1997. The Company paid BPA
approximately $255,000, $215,000 and $157,000 in 1994, 1995 and 1996,
respectively, for circulation auditing and other services.

The Company and the members of the Founding Family have entered into a
stockholders' agreement (the "1997 Stockholders' Agreement") which, among other
things, governs the voting of shares of Class B Common Stock held by members of
the Founding Family or their permitted transferees (the shares of Class B Common
Stock, collectively, the "Class B Shares" and the holders of the Class B Shares,
collectively, the "Class B Stockholders"). The 1997 Stockholders' Agreement also
restricts the sale of Common Stock held by the Class B Stockholders following
consummation of the Offerings and provides the Class B Stockholders with
registration rights under certain circumstances.

With respect to voting for directors of the Company, the 1997 Stockholders'
Agreement provides that, until the Company's annual stockholders' meeting in
2002, the Class B Stockholders will vote to elect as directors of the Company
(i) Gerard and Lilo Leeds; (ii) each child of Gerard and Lilo Leeds (a "Sibling
Stockholder") who is a full-time senior executive employee of the

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Company at the time of such election (an "Employee Stockholder") and (iii) one
Sibling Stockholder who is not a full-time senior executive employee of the
Company at the time of such election (a "Non-Employee Stockholder"). Until the
Company's annual stockholders' meeting in 2002, each of the Non-Employee
Stockholders will be elected to a one-year term on a rotating basis, subject to
certain conditions. The 1997 Stockholders' Agreement further provides that, at
the Company's annual stockholders' meeting in 2002 and thereafter, the Class B
Stockholders will vote to elect as directors of the Company each Employee
Stockholder and each Non-Employee Stockholder. For a Sibling Stockholder to be
eligible to serve as a director, such Sibling Stockholder and his or her
permitted transferees, as a group (a "Sibling Stockholder's Group"), must meet
certain conditions, including the condition that they collectively own Class B
Shares representing at least 5% of the voting power of the Class B Shares then
issued and outstanding, unless such condition is waived by Class B Stockholders
then holding at least 60% of the voting power of the Class B Shares. If a
Sibling Stockholder eligible to serve as a director decides not to serve or dies
or becomes incapacitated, his or her spouse or one of his or her children over
the age of 27 will be elected as the successor director to such Sibling
Stockholder, provided that such successor is approved by Class B Stockholders
holding at least 60% of the voting power of the Class B Shares. The 1997
Stockholders' Agreement also provides that the Class B Stockholders will vote to
elect as Independent Directors any nominees who have been approved by Class B
Stockholders who hold at least 66% of the voting power of the Class B Shares and
who include at least one Employee Stockholder; provided that the Class B
Stockholders will use their best efforts to cause the Board to nominate at least
such number of Independent Directors as is necessary to permit the Class A
Common Stock to comply with the requirements of any exchange or market system on
which it may trade.

With respect to voting on any reorganization, recapitalization, sale,
merger or liquidation of the Company, a sale of substantially all of its assets,
its sale or issuance of securities, the adoption of any compensation plan
required to be submitted to security holder action, the amendment or restatement
of its certificate of incorporation or similar matters submitted to stockholders
of the Company for a vote, the 1997 Stockholders' Agreement provides that no
Class B Stockholder will vote in favor of any such action unless approved by
Class B Stockholders who hold at least 65% of the voting power of the Class B
Shares and who include at least one Employee Stockholder and at least one
Non-Employee Stockholder who then owns at least 25% of the Class B Shares he or
she owned on the effective date of the 1997 Stockholders' Agreement.

In determining whether a matter has been approved or authorized by Class B
Stockholders holding the requisite percentage of the voting power of the Class B
Shares for purposes of the 1997 Stockholders' Agreement, the 1997 Stockholders'
Agreement provides that (i) no Sibling Stockholder's Group will vote more Class
B Shares than such Sibling Stockholder owned on the effective date of the 1997
Stockholders' Agreement, even if such Sibling Stockholders' Group has acquired
additional Class B Shares from other Class B Stockholders; (ii) if a Class B
Stockholder, or such Class B Stockholder's spouse or issue sharing the same
home, is engaged in competition with the Company, the Class B Shares of such
Class B Stockholder will not be counted for purposes of approving or authorizing
any matter unless approved by Class B Stockholders holding at least 80% of the
voting power of the Class B Shares, and (iii) after February 2002, Gerry and
Lilo Leeds will not vote any of their Class B Shares. The 1997 Stockholders'
Agreement provides that, in the event of the incapacity or death of a member of
the Founding Family, the Class B Shares of such member will be voted by his or
her spouse, by his or her children over the age of 27 or by the other Sibling
Stockholders, depending on various circumstances.

With respect to the sale or transfer of shares of Common Stock, the 1997
Stockholders' Agreement provides that a Class B Stockholder may sell or transfer
Class B Shares only to his or her spouse, issue, parent, sibling, issue of a
sibling, his or her former spouse who is the parent of such Class B
Stockholder's issue, or any entity (including a trust, corporation or
partnership) in which such Class B Stockholder and/or any of the foregoing
either individually or collectively have

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the majority voting interest and the beneficiaries, stockholders or partners of
which are any of the foregoing (a "Permitted Transferee"), or a Qualified
Private Foundation as defined in the 1997 Stockholders' Agreement. Any Class B
Stockholder wishing to transfer Class B Shares in a private transaction to
anyone other than a Permitted Transferee or a Qualified Private Foundation must
first offer such Class B Shares to the other Class B Stockholders. To the extent
the other Class B Stockholders decline to acquire such Class B Shares, the
selling Class B Stockholder may offer them to the Company and, to the extent
that the Company declines to acquire such shares, the selling Class B
Stockholder may convert such shares to shares of Class A Common Stock and sell
such shares to a third party purchaser; provided, however, that such shares may
not be sold to a competitor of the Company unless such sale is approved by Class
B Stockholders holding at least 80% of the voting power of the Class B Shares;
and provided further that no Class B Stockholder can sell to third party
purchasers within any 12-month period shares of Class A Common Stock having a
fair market value of more than $1,000,000 unless such sale is approved by Class
B Stockholders holding at least 65% of the voting power of the Class B Shares.

The 1997 Stockholders' Agreement provides that beginning in 1998 any Class
B Stockholder may require the Company to register for sale under the Securities
Act shares of Class A Common Stock held by such Class B Stockholder, subject to
certain conditions (a "Demand Registration"). The other Class B Stockholders
have the right to participate, subject to certain exceptions, in any Demand
Registration requested by such Class B Stockholder. The 1997 Stockholders'
Agreement entitles the Class B Stockholders, collectively, to a total of three
Demand Registrations in any ten-year period, one of which Gerry and Lilo Leeds
will have the right to initiate, one of which Michael and Daniel Leeds will have
the right to initiate and one of which the other members of the Founding Family
will have the right to initiate. The Company is not required to file more than
one Demand Registration within any two-year period or to file any Demand
Registration within 12 months after consummation of an offering initiated by the
Company. The Company will pay all expenses (except each selling Class B
Stockholder's share of underwriting discounts and commissions) related to the
three Demand Registrations described above. Class B Stockholders may make
additional Demand Registrations in any ten-year period if Class B Stockholders
then owning 65% or more of the voting power of the Class B Shares request such
registrations; provided, however, that the Class B Stockholders participating in
any such additional registrations shall bear all costs and expenses in
connection with such registrations, and such costs and expenses shall be borne
by the participating Class B Stockholders in proportion to the number of shares
of Class A Common Stock being offered by each of them, or as they otherwise
unanimously determine. If the Company initiates a registration of shares of
Class A Common Stock for sale under the Securities Act (other than in the
Offerings, with respect to an employee benefit plan or in connection with a
transaction governed by Rule 145 under the Securities Act), the Company will use
commercially reasonable efforts to include in such registration all such shares
of Class A Common Stock of Class B Stockholders as they may request, and the
Company will pay all expenses (except each selling Class B Stockholder's share
of underwriting discounts and commissions) related to such registration.

Each Sibling Stockholder's Group may sell in any calendar year, whether in
private transactions or on the public market, up to 10% of the aggregate number
of Class B Shares that were owned by such Sibling Stockholder on the effective
date of the 1997 Stockholders' Agreement. This right is cumulative, so that any
of such Class B Shares not sold in one year may be sold in subsequent years,
provided that no more than 20% of the aggregate number of Class B Shares owned
by such Sibling Stockholder on the effective date of the 1997 Stockholders'
Agreement may be sold in any single calendar year. These limitations may not be
waived except with the approval of Class B Stockholders holding at least 65% of
the voting power of the Class B Shares.

The 1997 Stockholders' Agreement has an initial term of 20 years and will
be extended for additional five-year terms unless terminated by Class B
Stockholders holding at least 65% of the voting power of the Class B Shares. In
addition, at such time that the aggregate number of shares of Class A Common
Stock and Class B Common Stock owned by the members of the Founding Family

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and by Permitted Transferees and Qualified Private Foundations of Class B
Stockholders is less than 20% of the aggregate number of shares of Class A
Common Stock and Class B Common Stock then outstanding, each outstanding share
of Class B Common Stock shall automatically be converted into one share of Class
A Common Stock, and the 1997 Stockholders' Agreement thereupon shall terminate
by its terms. See "Description of Capital Stock -- Common Stock -- Conversion
Rights".

The Company has a note receivable from Kenneth Cron, the principal amount
of which was $770,000 as of December 31, 1996. This note, which bears interest
at a rate which approximates LIBOR, provides for quarterly interest payments and
annual principal payments through its repayment in 2023.

On November 27, 1996, pursuant to a Share Purchase Agreement, Gerard Leeds
and Lilo Leeds sold 377,520 shares of Class A Common Stock to Kenneth Cron for
an aggregate purchase price of $396,000. The purchase price for the Class A
Common Stock was determined by reference to an independent appraisal of the
market value of a minority interest in the Company as of June 30, 1991, as
required by an agreement among the members of the Founding Family dated as of
June 30, 1991. In connection with the purchase of Class A Common Stock, Mr. Cron
entered into an Executive Stockholders' Agreement substantially similar to those
entered into by Michael Leeds and Daniel Leeds, except that the restrictions on
certain competitive practices continue for five years following termination of
Mr. Cron's employment with the Company. See "Management -- Compensation
Committee Interlocks and Insider Participation". In addition, the Company has
granted Mr. Cron options to purchase 943,800 shares of Class A Common Stock, and
Mr. Cron has entered into an employment agreement with the Company. See
"-- Option/SAR Grants in Last Fiscal Year" and "-- Employment Agreements".

For a discussion of certain other relationships and transactions involving
certain directors and executive officers who are members of the Compensation
Committee or the Stock Option Committee of the Board of Directors see
"Management -- Compensation Committee Interlocks and Insider Participation".

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 1997, and as adjusted to
reflect the sale of 3,750,000 shares of Class A Common Stock by CMP and
1,250,000 shares of Class A Common Stock by the Selling Stockholders in the
Offerings, by (i) each person known by CMP to be the beneficial owner of more
than 5% of any class of the Company's voting Common Stock, (ii) the Named
Executive Officers, (iii) all of the Company's directors and executive officers
as a group and (iv) each Selling Stockholder. The Company will not receive any
of the proceeds from the sale of the shares of Class A Common Stock being sold
by the Selling Stockholders. Unless otherwise noted, each holder has sole voting
and investment power with respect to all shares of stock listed as owned by such
person.

[Enlarge/Download Table]

CLASS A COMMON STOCK
------------------------------------------------ PERCENT OF VOTE
CLASS B OF ALL CLASSES OF
BEFORE AFTER OFFERINGS COMMON COMMON STOCK(2)
OFFERINGS SHARES STOCK ---------------------
----------------- BEING ---------------- ------------------ BEFORE AFTER
NAME OF BENEFICIAL OWNER(1) NUMBER % OFFERED NUMBER % NUMBER % OFFERINGS OFFERINGS
--------------------------------- --------- ----- ------- --------- ---- ---------- ----- --------- ---------

Gerard G. Leeds(3)............... 1,450,000 52.3% 125,000 -- -- 6,465,050 40.0% 40.3% 38.6%
Lilo J. Leeds(3)................. 1,450,000 52.3% 125,000 -- -- 6,465,050 40.0% 40.3% 38.6%
Michael S. Leeds(4).............. 566,280 20.4% -- 566,280 8.7% 1,927,640 12.0% 12.1% 11.8%
Daniel H. Leeds(5)............... 377,520 13.6% -- 377,520 5.8% 1,927,640 12.0% 12.0% 11.7%
Richard A. Leeds(6).............. -- -- -- -- -- 1,927,640 12.0% 11.8% 11.5%
Greg Jobin-Leeds(3)(7)........... 1,000,000 36.1% -- -- -- 1,927,640 12.0% 12.4% 11.5%
Jennifer Leeds................... -- -- -- -- -- 1,927,640 12.0% 11.8% 11.5%
Kenneth D. Cron(8)............... 377,520 13.6% -- 377,520 5.8% -- -- 0.2% 0.2%
The Lipmanson Foundation(3)...... 500,000 18.0% 500,000 -- -- -- -- 0.3% --
The Schott Foundation(3)......... 500,000 18.0% 500,000 -- -- -- -- 0.3% --
All directors and executive
officers as a group (11
persons)....................... 2,771,320 100.0% 250,000 1,323,050 20.3% 12,247,970 76.1% 76.4% 73.8%

---------------
(1) Gerard G. Leeds and Lilo J. Leeds are husband and wife. Michael S. Leeds,
Daniel H. Leeds, Richard A. Leeds, Greg Jobin-Leeds and Jennifer Leeds are
the children of Gerard and Lilo Leeds. The members of the Founding Family
are parties to the 1997 Stockholders' Agreement, which contains provisions
relating to the transfer and voting of shares of Common Stock by the holders
of shares of Class B Common Stock. See "Certain Relationships and Related
Transactions". As a result, members of the Founding Family may be deemed to
be beneficial owners of shares held by each other, but the members of the
Founding Family each disclaim such beneficial ownership. The address for
each beneficial owner, other than the Foundations, is c/o CMP Media Inc.,
600 Community Drive, Manhasset, New York 11030.

(2) Holders of Class A Common Stock are entitled to one vote per share, and
holders of Class B Common Stock are entitled to ten votes per share. Holders
of both classes of Common Stock will vote together as a single class on all
matters presented for a vote of stockholders, except as otherwise required
by law. See "Description of Capital Stock -- Common Stock -- Voting Rights".

(3) 725,000 shares of Class A Common Stock and 3,232,525 shares of Class B
Common Stock are held by Gerard Leeds, and 725,000 shares of Class A Common
Stock and 3,232,525 shares of Class B Common Stock are held by Lilo Leeds,
which gives effect to their conversion of an aggregate of 1,450,000 shares
of Class B Common Stock into an equal number of shares of Class A Common
Stock. As husband and wife, Gerard and Lilo Leeds are deemed to be the
beneficial owner of shares held by the other spouse and, therefore, the
combined beneficial ownership is shown in the table. Gerard and Lilo each
disclaim beneficial ownership of the shares held by the other. Gerard and
Lilo Leeds plan to use a substantial portion of the proceeds from their sale
of Class A Common Stock in the Offerings to fund certain non-profit
organizations and programs. Prior to the consummation of the Offerings, each
of Gerard and Lilo Leeds donated a total of 1,000,000 shares of Class A
Common Stock to the Foundations, which shares are being sold by the
Foundations in the Offerings. As officers and directors of each of the
Foundations,

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Gerard Leeds, Lilo Leeds and Greg Jobin-Leeds may be deemed to be the
beneficial owners of the shares of Class A Common Stock held by the
Foundations, and the aggregate shares of Class A Common Stock shown in the
table for Gerard Leeds, Lilo Leeds and Greg Jobin-Leeds include the shares
to be donated to the Foundations. Gerard Leeds, Lilo Leeds and Greg
Jobin-Leeds each disclaim beneficial ownership of the shares of Class A
Common Stock held by the Foundations. In addition, upon the consummation of
the Offerings, Gerard and Lilo Leeds will give approximately 200,000 shares
of Class A Common Stock to the Company's employees.

(4) Includes 283,140 shares of Class A Common Stock and 566,280 shares of Class
B Common Stock held in a trust by Michael Leeds as trustee for certain
members of his family, and excludes 755,040 shares of Class A Common Stock
issuable upon the exercise of options that are not exercisable within 60
days.

(5) Includes 377,520 shares of Class A Common Stock and 755,040 shares of Class
B Common Stock held in a trust by Daniel Leeds as trustee for certain
members of his family, and excludes 943,800 shares of Class A Common Stock
issuable upon the exercise of options that are not exercisable within 60
days.

(6) Includes 1,132,560 shares of Class B Common Stock held in trust by Richard
Leeds as trustee for certain members of his family.

(7) Includes 377,520 shares of Class B Common Stock held in trust by Greg
Jobin-Leeds as trustee for certain members of his family.

(8) Includes 113,256 shares of Class A Common Stock held in a trust by Kenneth
Cron as trustee for certain members of his family, and excludes 943,800
shares of Class A Common Stock issuable upon the exercise of options that
are not exercisable within 60 days.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company has the authority to issue 70,000,000 shares of common stock,
par value $.01 per share, of which 50,000,000 shares are designated Class A
Common Stock (the "Class A Common Stock") and 20,000,000 shares are designated
Class B Common Stock (the "Class B Common Stock"). Prior to the consummation of
the Offerings, the Company had the authority to issue shares of Class C Common
Stock (the "Class C Common Stock"). Following the Offerings, no shares of Class
C Common Stock will be outstanding, and the Company will no longer have the
authority to issue any additional shares of Class C Common Stock. The Class A
Common Stock and the Class B Common Stock collectively are sometimes referred to
as the "Common Stock". The Company will also be authorized to issue 5,000,000
shares of Preferred Stock, par value $.01 per share (the "Preferred Stock").

COMMON STOCK

Except as otherwise set forth below or as otherwise required by law, the
rights and privileges of each class of the Common Stock are identical in all
respects, including the right to participate ratably in dividends and
liquidation distributions and the right of the members of a class of Common
Stock to participate ratably in offers by the Company to repurchase shares of
Common Stock that are directed to all of the holders of any other class of the
Common Stock. No shares of any class of Common Stock may be subdivided,
consolidated, reclassified or otherwise changed unless concurrently the shares
of the other classes of Common Stock are subdivided, consolidated, reclassified
or otherwise changed in the same proportion and the same manner. No class of
Common Stock has preemptive rights.

VOTING RIGHTS

Each outstanding share of Class A Common Stock is entitled to vote on each
matter on which the stockholders of the Company are entitled to vote, and each
holder of Class A Common Stock is entitled to one vote for each share of such
stock held by such holder. Each outstanding share of Class B Common Stock is
entitled to vote on each matter on which the stockholders of the Company are
entitled to vote, and each holder of Class B Common Stock is entitled to ten
votes for each share of such stock held by such holder. If at any time the
aggregate number of shares of Class A Common Stock and Class B Common Stock
owned by the members of the Founding Family and by Permitted Transferees and
Qualified Private Foundations of Class B Stockholders is less than 20% of the
aggregate number of shares of Class A Common Stock and Class B Common Stock then
outstanding, all of the then outstanding shares of Class B Common Stock
automatically will be converted into Class A Common Stock and, thereafter, the
Company will no longer have the authority to issue any additional shares of
Class B Common Stock. The holders of the Common Stock entitled to vote on any
matter vote together as a single class on all such matters. The stockholders of
the Company are not entitled to cumulate their votes in any election of the
directors of the Company.

DIVIDENDS

The Board of Directors of the Company may cause dividends to be paid to
holders of shares of Common Stock out of funds legally available for the payment
of dividends; however, the Company does not anticipate paying dividends in the
foreseeable future. See "Dividend Policy". Any dividend or distribution on the
Common Stock shall be payable on shares of Class A Common Stock and

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Class B Common Stock share and share alike; provided that in the case of
dividends payable in shares of Class A Common Stock or Class B Common Stock of
the Company, or options, warrants or rights to acquire shares of such Common
Stock or securities convertible into or exchangeable for shares of such Common
Stock, the shares, options, warrants, rights or securities so payable shall be
payable in shares of, or options, warrants or rights to acquire or securities
convertible into or exchangeable for, Common Stock of the same class upon which
the dividend or distribution is being paid.

LIQUIDATION RIGHTS

In the event of any dissolution, liquidation or winding up of the affairs
of the Company, whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the Company, the remaining assets
and funds of the Company, if any, shall be divided among and paid ratably to the
holders of Class A Common Stock and the holders of Class B Common Stock. A
merger or consolidation of the Company with or into any other corporation or a
sale or conveyance of all or any part of the assets of the Company (which shall
not in fact result in the liquidation of the Company and the distribution of
assets to stockholders) shall not be deemed to be a voluntary or involuntary
liquidation or dissolution or winding up of the Company.

CONVERSION RIGHTS

Each and every share of Class B Common Stock is convertible into Class A
Common Stock at any time at the option of the holder. Such conversion shall be
on a share-for-share basis, one share of Class A Common Stock for each share of
Class B Common Stock so converted. Shares of Class A Common Stock are not
convertible.

Each share of Class B Common Stock shall convert automatically into one
fully paid and non-assessable share of Class A Common Stock upon its issuance,
sale, assignment, gift, pledge, hypothecation or other transfer to a person or
entity other than a member of the Founding Family, a Permitted Transferee or a
Qualified Private Foundation. A "Permitted Transferee" of a holder of Class B
Common Stock shall be the spouse of any holder of Class B Common Stock, any
issue, parent or sibling of such Class B Stockholder, any issue of such sibling,
any former spouse of such Class B Stockholder who is the parent of such Class B
Stockholder's issue or any entity (including a trust, corporation or
partnership) in which such Class B Stockholder and/or any Permitted Transferees
of such Class B Stockholder either individually or collectively have the
majority voting interest and of which, in the case of a trust or similar entity,
the beneficiaries are any of the aforesaid persons; in the case of a corporation
or similar entity, the stockholders are any of the aforesaid persons; and in the
case of a partnership or similar entity, the partners are any of the aforesaid
persons. A "Qualified Private Foundation" of any person shall be a duly
organized charitable entity organized pursuant to Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, provided that (i) such person has
caused such entity to be established, (ii) a majority of the initial and
successor trustees, directors or managers, as the case may be, of such entity
are either Class B Stockholders and/or their Permitted Transferees, and (iii)
any shares of Class B Common Stock owned by such entity are voted by or at the
direction of such trustees, directors or managers, as the case may be. The
foregoing automatic conversion provisions shall not be applicable to any
transfer of shares of Class B Common Stock by operation of law upon
incompetence, death, dissolution or bankruptcy of any Class B Stockholder to an
executor, guardian or trustee, respectively, of such Class B Stockholder but
only if the beneficial ownership of such shares continues to be held by one or
more Permitted Transferees or Qualified Private Foundation.

In addition, if at any time the aggregate number of shares of Class A
Common Stock and Class B Common Stock that are owned by the members of the
Founding Family and by Permitted Transferees and Qualified Private Foundations
of Class B Stockholders is less than 20% of the aggregate number of shares of
Class A Common Stock and Class B Common Stock then outstanding, each share of
Class B Common Stock then outstanding shall automatically be

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converted into one fully paid and non-assessable share of Class A Common Stock
and, thereafter, the Corporation shall not have the authority to issue any
further shares of Class B Common Stock.

Prior to February 28, 1997, no shares of Class C Common Stock were issued
or outstanding. On February 28, 1997, the Company paid a stock dividend of nine
shares of Class C Common Stock on each outstanding share of Class A Common Stock
and Class B Common Stock. Prior to consummation of the Offerings, shares of
Class C Common Stock issued as a stock dividend were exchanged for an equal
number of shares of the same class of Common Stock with respect to which such
dividend was paid. As a result, the 16,987,113 shares of Class C Common Stock
outstanding prior to the Offerings were exchanged for 1,189,188 shares of Class
A Common Stock and 15,797,925 shares of Class B Common Stock. All information
set forth in this Prospectus gives effect to the exchange of such Class C Common
Stock. No additional shares of Class C Common Stock will be outstanding,
authorized or issued after consummation of the Offerings.

MERGERS AND CONSOLIDATIONS

In the event of a merger, consolidation or other business combination of
the Company with or into another entity (whether or not the Company is the
surviving entity), or in the event of the dissolution of the Company, provision
shall be made so that the holders of each class of Common Stock will be entitled
to receive the same amount and form of consideration per share as the per share
consideration, if any, received by holders of the other classes of Common Stock
in such merger, consolidation, combination or dissolution; provided, however,
that in connection with any such merger, consolidation or business combination
in which shares of capital stock are distributed, such shares may differ as to
voting rights to the extent and only to the extent that the voting rights of the
Class A Common Stock and Class B Common Stock differ as currently provided; and
provided further, however, that if such shares differ as to voting rights, the
shares having superior voting rights shall be subject to conversion provisions
that are no more or less favorable to the holders of such shares than those
provided with respect to the Class B Common Stock.

PREFERRED STOCK

The Company's amended and restated certificate of incorporation will
authorize the Board of Directors, without any further action by the
stockholders, to issue the Preferred Stock in one or more series, to establish
from time to time the number of shares to be included in each series and to fix
the designations, powers, preferences and rights of the shares of each series
and the qualifications, limitations or restrictions thereof. Although the
ability of the Board of Directors to designate and issue shares of the Preferred
Stock provides desirable flexibility, including the ability to engage in future
public offerings to raise additional capital, the issuance of shares of the
Preferred Stock may have adverse effects on the holders of Common Stock,
including restrictions on dividends on the Common Stock if dividends on shares
of the Preferred Stock have not been paid; dilution of voting power of the
Common Stock to the extent the shares of the Preferred Stock have voting rights;
or deferral of participation in the Company's assets upon liquidation until
satisfaction of any liquidation preference granted to holders of shares of the
Preferred Stock. In addition, issuance of shares of the Preferred Stock could
make it more difficult for a third party to acquire a majority of the
outstanding voting stock and accordingly may be used as an "anti-takeover"
device. The Board of Directors, however, currently does not contemplate the
issuance of any shares of the Preferred Stock.

CERTAIN ANTI-TAKEOVER PROVISIONS

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law (the "Anti-Takeover Law") regulating corporate
takeovers. The Anti-Takeover Law prevents certain Delaware corporations,
including those whose securities are listed on the Nasdaq National Market, from
engaging, under certain circumstances, in a "business combination" not approved
in advance by the corporation's board of directors (which includes a merger or
sale of more than 10% of the corporation's assets) with any "interested
stockholder" (a stockholder who owns 15% or

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more of the corporation's outstanding voting stock) for three years following
the date that such stockholder became an "interested stockholder". The effect of
the Anti-Takeover Law on the Company is to discourage takeover attempts,
including attempts that might result in a premium over the market price of the
Class A Common Stock. A Delaware corporation may "opt out" of the Anti-Takeover
Law with an express provision in its original certificate of incorporation or an
express provision in its certificate of incorporation or bylaws resulting from a
stockholders' amendment approved by at least a majority of the outstanding
voting shares. The Company has not "opted out" of the provisions of the
Anti-Takeover Law.

Under the Company's amended and restated certificate of incorporation (the
"Amended Certificate"), special meetings of stockholders may be called by the
Company's Board of Directors or the President. Except as otherwise required by
law, stockholders, in their capacity as such, will not be entitled to request or
call a special meeting of stockholders. In addition, stockholders of the Company
will be required to provide advance notice of nominations of directors to be
made at, and of business proposed to be brought before, a meeting of
stockholders. The failure to deliver proper notice within the periods specified
in the Company's restated by-laws will result in the denial to the stockholder
of the right to make such nominations or propose such action at the meeting.

CERTAIN LIABILITY AND INDEMNIFICATION PROVISIONS

The Amended Certificate limits the personal liability of a director to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) unlawful
payment of dividends or unlawful stock purchases or redemptions or (iv) any
transaction from which the director derived an improper personal benefit. In
addition, the Amended Certificate does not eliminate the monetary liability of
directors under the federal securities laws.

Delaware law provides that a corporation may indemnify its directors,
officers, employees or agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any action, suit or proceeding brought by third
parties to which they may be made parties by reason of their being or having
been directors, officers, employees or agents and shall so indemnify directors
and officers only if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. The Amended Certificate gives CMP the power
to indemnify its officers, directors, employees and agents to the full extent
permitted by Delaware law. The Company's bylaws also require the Company to
provide such indemnification to its directors and officers and provide that the
Company may, but is not required to, provide such indemnification to its
employees or agents.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Company's Class A Common Stock is
American Stock Transfer & Trust Company.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon the completion of the Offerings, CMP will have 6,521,320 shares of
Class A Common Stock outstanding (assuming no exercise of the Underwriters'
over-allotment options and assuming further that, prior to such time, there is
no conversion of Class B Common Stock into shares of Class A Common Stock) and
16,103,250 shares of Class B Common Stock outstanding (assuming that no shares
of Class B Common Stock are converted into Class A Common Stock prior to the
Offerings other than the shares converted into shares of Class A Common Stock to
be sold by the Selling Stockholders in the Offerings or gifted to employees).
All of the shares of Class A Common Stock sold in the Offerings (together with
any shares sold under the Underwriters' over-allotment options) will be freely
transferable and tradeable without restriction or further registration under the
Securities Act, except for any shares purchased by an "affiliate," as defined
below, of CMP, which will be subject to the resale limitations of Rule 144
adopted under the Securities Act. The shares of Class A Common Stock and Class B
Common Stock held by CMP's existing stockholders are "restricted" securities
within the meaning of Rule 144 and may only be sold in the public market
pursuant to an effective registration statement under the Securities Act or
pursuant to an applicable exemption from registration, including Rule 144.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has been deemed to have
beneficially owned shares of an issuer for at least one year, including an
"affiliate," is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of 1% of the then outstanding number of
shares of such class or the average trading volume in composite trading in all
national securities exchanges during the four calendar weeks preceding the
filing of the required notice of such sale, provided that such issuer has been a
reporting Company for at least 90 days. A person (or persons whose shares are
required to be aggregated) who is not deemed an affiliate of an issuer and who
has beneficially owned shares for at least two years is entitled to sell such
shares under Rule 144 without regard to the volume limitations described above.
Affiliates continue to be subject to such limitations. As defined in Rule 144,
an "affiliate" of an issuer is a person that directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common control
with, such issuer.

The Company, its directors, certain executive officers and the holders of
Class B Common Stock (including the Selling Stockholders) have agreed that,
subject to certain exceptions, during the period beginning from the date of this
Prospectus and continuing to and including the date 180 days after the date of
this Prospectus, they will not offer, sell, contract to sell or otherwise
dispose of any securities of the Company (other than pursuant to employee stock
option and stock purchase plans existing, or on the conversion or exchange of
convertible or exchangeable securities outstanding, on the date of this
Prospectus) which are substantially similar to the shares of Class A Common
Stock or which are convertible or exchangeable into securities which are
substantially similar to the shares of Class A Common Stock, without the prior
written consent of Goldman, Sachs & Co.

Certain members of the Founding Family will make a gift from their personal
holdings of an aggregate of approximately 200,000 shares of Class A Common Stock
to substantially all of the employees of the Company upon the consummation of
the Offerings, which shares will be held in trust for such employees for one
year. See "Management -- Employee Share Grants". Options to purchase 419,705
shares of Class A Common Stock have been granted under the Company's Stock
Incentive Plan and 712,855 additional shares of Class A Common Stock have been
reserved and are available for grants under the Stock Incentive Plan. Of the
shares available under the Stock Incentive Plan, options to purchase 393,250
shares of Class A Common Stock will be granted prior to or concurrently with the
Offerings. See "Management -- Stock Incentive Plan". The Company has reserved
1,500,000 shares of Class A Common Stock for issuance under the Company's
Employee Stock Purchase Plan and 35,000 shares of Class A Common Stock for
issuance under the Company's Directors' Stock Compensation Plan. See
"Management -- Employee Stock Purchase Plan" and " -- Directors Compensation".
In addition, options to purchase 2,642,640 shares of

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Class A Common Stock are held by certain members of senior management. See
"Management -- Executive Compensation -- Option/SAR Grants in Last Fiscal Year".
The Company intends to file one or more registration statements on Form S-8
under the Securities Act to register shares of Class A Common Stock subject to
stock options granted under the Stock Incentive Plan and the shares available
under the Employee Stock Purchase Plan as well as those shares subject to the
options held by certain members of senior management that will permit resale of
such shares, subject to the Rule 144 volume limitations applicable to affiliates
of the Company and any agreements between option holders and the representatives
of the Underwriters.

The shares of the Company's Class B Common Stock are convertible into
shares of Class A Common Stock and, following the conversion of such shares and
expiration of the 180 day lock-up agreement with the Underwriters, 16,103,250 of
the aggregate shares of Class A Common Stock owned by the Class B Stockholders
upon conversion of their shares of Class B Common Stock would be eligible for
sale pursuant to the provisions of Rule 144 under the Securities Act. However,
the members of the Founding Family have entered into the 1997 Stockholders'
Agreement, which contains provisions restricting the transfer of shares of
Common Stock held by the holders of shares of Class B Common Stock. In addition,
the holders of the shares of Class B Common Stock have the right to require the
Company to register under the Securities Act the shares of Class A Common Stock
into which their shares of Class B Common Stock are convertible. See "Certain
Relationships and Related Transactions". No assurances can be given that a Class
B Stockholder will not decide, based upon then prevailing market and other
conditions, to convert his or her Class B Common Stock to Class A Common Stock
and to dispose of all or a portion of the Class A Common Stock held by such
person. Also, following expiration of the 180 day lock-up agreement with the
Underwriters, 1,321,320 of the aggregate shares of Class A Common Stock issued
and outstanding prior to the Offerings would be eligible for sale pursuant to
the provisions of Rule 144.

Prior to the Offerings, there has been no established market for the Class
A Common Stock, and no predictions can be made about the effect, if any, that
market sales of shares of Class A Common Stock or the availability of such
shares for sale will have on the market price prevailing from time to time.
Nevertheless, sales of substantial amounts of Class A Common Stock in the public
market may have an adverse impact on the market for the shares of Class A Common
Stock offered hereby.

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LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby will be
passed upon for the Company by Dow, Lohnes & Albertson, PLLC, Washington, D.C.
Debevoise & Plimpton, New York, N.Y., has acted as counsel for the Underwriters
with respect to certain legal matters in connection with the Offerings.

EXPERTS

The consolidated financial statements of the Company as of December 31,
1994, 1995 and 1996 and for the three-year period ended December 31, 1996
appearing in this Prospectus and in the Registration Statement have been audited
by Coopers & Lybrand L.L.P., independent auditors, as set forth in their report
thereon appearing elsewhere herein and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

CHANGE IN ACCOUNTANTS

Effective September 11, 1996, Coopers & Lybrand L.L.P. was engaged as the
Company's independent accountants. Prior to September 11, 1996, Miller, Ellin &
Company had been the Company's independent accountants. The decision to change
independent accountants was approved by the Company's Board of Directors. There
were no disagreements with Miller, Ellin & Company regarding any matters with
respect to accounting principles or practices, financial statement disclosure or
audit scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountants, would have caused Miller, Ellin &
Company to make reference to the subject matter of the disagreement in
connection with its report. The former accountants' reports for the fiscal years
ended December 31, 1994 and 1995 are not a part of the financial statements of
the Company included in this Prospectus or the related financial statement
schedules included elsewhere in the Registration Statement. Such reports did not
contain an adverse opinion or disclaimer of opinion or qualifications or
modifications as to uncertainty, audit scope or accounting principles. Prior to
September 11, 1996, the Company had not consulted with Coopers & Lybrand L.L.P.
on any items which involved the Company's accounting principles or the form of
audit opinion to be issued on the Company's financial statements.

ADDITIONAL INFORMATION

The Company has filed with the SEC a Registration Statement, of which this
Prospectus constitutes a part, under the Securities Act with respect to the
shares of Class A Common Stock offered hereby. This Prospectus omits certain
information contained in the Registration Statement, and reference is made to
the Registration Statement and the exhibits and schedules thereto for further
information with respect to the Company and the Class A Common Stock offered
hereby. Although the material provisions of documents described in this
Prospectus have been accurately summarized, statements contained herein
concerning the provisions of any documents are not necessarily complete, and in
each instance reference is made to the copy of such document filed as an exhibit
to the Registration Statement. Each such statement is qualified in its entirety
by such reference. The Registration Statement, including exhibits and schedules
filed therewith, may be inspected without charge at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the SEC
located at Room 1228, 75 Park Place, New York, New York 10007 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials may be obtained from the Public Reference Section of
the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and its public reference facilities in New York, New York and Chicago,
Illinois, at prescribed rates. The SEC also maintains a World Wide Web site at
http://www.sec.gov which contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.

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CMP MEDIA INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

[Enlarge/Download Table]

PAGE
----

Report of Independent Accountants on Consolidated Financial Statements............... F-2

Consolidated Statements of Income for the years ended December 31, 1994, 1995 and
1996 and the three months ended March 31, 1996 and 1997 (unaudited)................ F-3

Consolidated Balance Sheets as of December 31, 1995, 1996 and March 31, 1997
(unaudited)........................................................................ F-4

Consolidated Statements of Stockholders' Equity for the years ended December 31,
1994, 1995 and 1996 and the three months ended March 31, 1997 (unaudited).......... F-5

Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1995 and
1996 and the three months ended March 31, 1996 and 1997 (unaudited)................ F-6

Notes to Consolidated Financial Statements........................................... F-7

F-1

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
CMP Media Inc.:

We have audited the accompanying consolidated balance sheets of CMP Media
Inc. and subsidiaries as of December 31, 1995 and 1996 and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1996. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CMP Media
Inc. and subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

New York, New York
February 28, 1997, except Notes 1 and 9

as to which the date is July 18, 1997.

F-2

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CMP MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

[Enlarge/Download Table]

FOR THE THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------- --------------------
1994 1995 1996 1996 1997
-------- -------- -------- ------- --------
(UNAUDITED)

Revenues................................... $316,800 $382,360 $418,059 $84,910 $101,914
Operating costs and expenses:
Cost of revenues......................... 129,250 166,092 172,475 38,104 42,941
Selling and promotion.................... 113,870 128,640 138,319 29,328 37,029
General and administrative............... 57,498 68,013 78,460 19,872 22,888
-------- -------- -------- -------- --------
Income (loss) from operations.............. 16,182 19,615 28,805 (2,394) (944)
-------- -------- -------- -------- --------
Gain (loss) on sales of businesses......... 13,650 (282) 1,434 1,216 --
Other income (expense), net................ (863) (2,103) (2,476) 376 (3,047)
-------- -------- -------- -------- --------
Income (loss) before provision (benefit)
for income taxes......................... 28,969 17,230 27,763 (802) (3,991)
Provision (benefit) for income taxes....... 1,230 595 904 (26) (133)
-------- -------- -------- -------- --------
Net income (loss).......................... $ 27,739 $ 16,635 $ 26,859 $ (776) $ (3,858)
======== ======== ======== ======== ========
Pro Forma Data (unaudited):
Historical income (loss) before provision
(benefit) for income taxes............. $ 28,969 $ 17,230 $ 27,763 $ (802) $ (3,991)
Pro forma provision (benefit) for income
taxes.................................. 12,643 7,694 11,707 (338) (1,740)
-------- -------- -------- -------- --------
Pro forma net income (loss).............. $ 16,326 $ 9,536 $ 16,056 $ (464) $ (2,251)
======== ======== ======== ======== ========
Pro forma net income (loss) per share.... $ 0.73 $ 0.42 $ 0.71 $ (0.02) $ (0.10)
======== ======== ======== ======== ========
Pro forma weighted average number of
shares of common stock and common stock
equivalents............................ 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190
========== ========== ========== ========== ==========

The accompanying notes are an integral part of the consolidated financial
statements.

F-3

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CMP MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

[Enlarge/Download Table]

DECEMBER 31,
--------------------- MARCH 31,
1995 1996 1997
-------- -------- -----------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents............................. $ 6,091 $ 6,721 $ --
Accounts receivable, less allowance for doubtful
accounts of $2,945, $3,189 and $2,969 as of
December 31, 1995, 1996 and March 31, 1997,
respectively....................................... 64,154 65,145 67,679
Inventories........................................... 12,244 6,091 6,724
Deferred subscription acquisition costs............... -- -- 7,394
Prepaid expenses and other current assets............. 7,057 6,431 5,613
-------- -------- --------
Total current assets............................... 89,546 84,388 87,410
-------- -------- --------
Property and equipment, net............................. 20,834 26,461 28,013
Investment in and advances to unconsolidated
affiliates............................................ -- 8,197 6,340
Intangible assets....................................... 1,307 3,382 3,236
Other assets............................................ 1,639 1,507 1,910
-------- -------- --------
$113,326 $123,935 $ 126,909
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable...................................... $ 26,042 $ 27,146 $ 29,445
Accrued expenses and other current liabilities........ 28,254 33,995 28,519
Deferred revenue...................................... 11,363 11,382 13,867
-------- -------- --------
Total current liabilities.......................... 65,659 72,523 71,831
-------- -------- --------
Long-term debt.......................................... 12,000 25,000 34,250
Deferred compensation................................... 5,169 6,730 7,318
Other liabilities....................................... 2,671 2,969 3,807
-------- -------- --------
Total liabilities............................. 85,499 107,222 117,206
-------- -------- --------
Commitments and contingencies (Note 14)
Stockholders' equity:
Class A Common Stock, par value $.01 per share,
50,000,000 shares authorized, 18,874,570 shares
issued and outstanding at December 31, 1995 and
1,321,320 shares issued and outstanding at December
31, 1996 and March 31, 1997........................ 189 13 13
Class B Common Stock, par value $.01 per share,
20,000,000 shares authorized, 17,553,250 shares
issued and outstanding at December 31, 1996 and
March 31, 1997..................................... -- 176 176
Additional paid-in capital............................ 2,366 17,843 17,860
Retained earnings..................................... 25,723 14,323 6,815
Unamortized restricted stock compensation............. -- (15,174) (14,693)
Other................................................. (451) (468) (468)
-------- -------- --------
Total stockholders' equity.................... 27,827 16,713 9,703
-------- -------- --------
$113,326 $123,935 $ 126,909
======== ======== ========

The accompanying notes are an integral part of the consolidated financial
statements.

F-4

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CMP MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (NOTES 1 AND 9)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

[Enlarge/Download Table]

COMMON STOCK
---------------------------------
UNAMORTIZED
SHARES ADDITIONAL RESTRICTED
--------------------------------- PAID-IN RETAINED STOCK STOCKHOLDERS'
CLASS A CLASS B AMOUNT CAPITAL EARNINGS COMPENSATION OTHER EQUITY
----------- ---------- ------ ---------- -------- ------------ ----- -------------

Balance as of January 1,
1994......................... 18,874,570 $189 $ 2,046 $ 21,238 $ 23,473
Net income................... 27,739 27,739
Distributions to S
corporation stockholders
for taxes and other........ (32,064) (32,064)
Contributed capital.......... 250 250
Decrease in market value of
marketable securities...... $ (53) (53)
----------- ---------- ---- ------- -------- -------- ----- ---------
Balance as of December 31,
1994......................... 18,874,570 -- 189 2,296 16,913 -- (53) 19,345
=========== ========== ==== ======= ======== ======== ===== =========
Net income................... 16,635 16,635
Distributions to S
corporation stockholders
for taxes and other........ (7,825) (7,825)
Contributed capital.......... 70 70
Minimum pension liability
adjustment................. (451) (451)
Adjustment to unrealized loss
on decline in market value
of securities.............. 53 53
----------- ---------- ---- ------- -------- -------- ----- ---------
Balance as of December 31,
1995......................... 18,874,570 -- 189 2,366 25,723 -- (451) 27,827
=========== ========== ==== ======= ======== ======== ===== =========
Net income................... 26,859 26,859
Distributions to S
corporation stockholders
for taxes and other........ (38,259) (38,259)
Conversion of Class A Common
Stock to Class B Common
Stock...................... (18,874,570) 18,874,570
Conversion of Class B Common
Stock to Class A Common
Stock...................... 1,321,320 (1,321,320)
Sale of restricted stock..... 15,414 $(15,414) --
Amortization of restricted
stock compensation......... 240 240
Contributed capital.......... 63 63
Minimum pension liability
adjustment................. (17) (17)
----------- ---------- ---- ------- -------- -------- ----- ---------
Balance as of December 31,
1996......................... 1,321,320 17,553,250 189 17,843 14,323 (15,174) (468) 16,713
=========== ========== ==== ======= ======== ======== ===== =========
Net income (unaudited)....... (3,858) (3,858)
Distributions to S
corporation
stockholders for taxes and
other
(unaudited)................ (3,650) (3,650)
Amortization of restricted
stock compensation
(unaudited)................ 481 481
Contributed capital
(unaudited)................ 17 17
----------- ---------- ---- ------- -------- -------- ----- ---------
Balance as of March 31, 1997
(unaudited).................. 1,321,320 17,553,250 $189 $ 17,860 $ 6,815 $(14,693) $(468) $ 9,703
=========== ========== ==== ======= ======== ======== ===== =========

The accompanying notes are an integral part of the consolidated financial
statement.

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CMP MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

[Enlarge/Download Table]

FOR THE THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------- ---------------------
1994 1995 1996 1996 1997
-------- -------- -------- -------- --------
(UNAUDITED)

Cash flows from operating activities:

Net income (loss)................................................ $ 27,739 $ 16,635 $ 26,859 $ (776) $ (3,858)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization of property and equipment........ 4,685 6,068 6,952 1,818 2009
Write-off of property and equipment............................ 1,792 1,622 872 174 253
Amortization of intangible assets.............................. 579 283 369 78 146
Provision for doubtful accounts................................ 2,767 2,150 2,216 635 583
Compensation expense under incentive plans..................... 583 1,595 2,192 308 1,069
(Gain) loss on sales of businesses............................. (13,650) 282 (1,434) (1,216)
Losses from unconsolidated affiliates.......................... 925 743 1,330 187 2,713
Deferred income taxes.......................................... 7 (134) 207 (6) (21)
Gain on sale of marketable securities.......................... 44
Cash effects of changes in assets and liabilities, net of the
effects of businesses acquired and sold:
(Increase) decrease in accounts receivable................... (12,327) (22,105) (2,807) 9,497 (3,117)
(Increase) decrease in inventories........................... (1,420) (8,088) 6,153 845 (633)
Increase in deferred subscription acquisition costs.......... (5,760) (7,394)
(Increase) decrease in prepaid expenses and other current
assets..................................................... (1,840) 1,142 419 1,438 839
Decrease (increase) in other assets.......................... 516 (181) 132 (466) (403)
Increase (decrease) in accounts payable...................... 11,916 (1,474) 1,104 (4,115) 2,299
Increase (decrease) in accrued expenses and other current
liabilities................................................ 4,817 6,724 4,294 (513) (7,759)
Increase in deferred revenue................................. 2,786 2,144 19 3,533 2,485
Increase (decrease) in other liabilities..................... 581 (202) (520) (25) 901
-------- -------- -------- -------- --------
Net cash provided by (used in) operating activities........ 30,456 7,248 48,357 5,636 (9,888)
-------- -------- -------- -------- --------
Cash flows from investing activities:
Purchase of property and equipment............................... (13,674) (8,224) (12,728) (2,046) (3,814)
Purchase of intangible assets.................................... (935) (102) (219) (150)
Investment in and advances to unconsolidated affiliates.......... (906) (339) (9,950) (340) (856)
Purchase of business............................................. (2,000)
Purchase of marketable securities................................ (7,122)
Proceeds from sale of marketable securities...................... 2,000 7,080
Proceeds from sales of businesses................................ 14,000 126 2,489 2,198
-------- -------- -------- -------- --------
Net cash used in investing activities...................... (6,637) (1,459) (22,408) (338) (4,670)
-------- -------- -------- -------- --------
Cash flows from financing activities:
Borrowings under revolving credit agreement...................... 11,000 74,550 43,050 4,050 24,970
Repayment of borrowings.......................................... (73,550) (30,050) (4,050) (15,720)
Distributions paid to S corporation stockholders for taxes and
other.......................................................... (32,064) (7,825) (38,259) (6,881) (2,848)
Contributed capital.............................................. 250 70 63 16 17
Increase in book overdraft....................................... 1,481
Other financing activities....................................... (123) (63)
-------- -------- -------- -------- --------
Net cash provided by (used in) financing activities........ (20,814) (6,755) (25,319) (6,865) 7,837
-------- -------- -------- -------- --------
Net change in cash and cash equivalents............................ 3,005 (966) 630 (1,567) (6,721)
Cash and cash equivalents at beginning of period................... 4,052 7,057 6,091 6,091 6,721
-------- -------- -------- -------- --------
Cash and cash equivalents at end of period......................... $ 7,057 $ 6,091 $ 6,721 $ 4,524 $ --
======== ======== ======== ======== ========
Supplemental disclosure of cash flow information:
Interest paid.................................................... $ -- $ 840 $ 724 $ 231 $ 307
======== ======== ======== ======== ========
Income taxes paid................................................ $ 875 $ 734 $ 781 $ 80 $ 28
======== ======== ======== ======== ========
Supplemental disclosure of business acquired:
Fair value of assets acquired.................................... $ 2,275
Liabilities assumed.............................................. (275)
--------
Cash paid........................................................ $ 2,000
========
Non-cash transactions:
On November 27, 1996, three senior executives acquired shares of
the Company's Class A Common Stock from the Company's principal
stockholders, resulting in a $15,414 credit to Additional
paid-in capital and a $15,414 debit to Unamortized restricted
stock compensation, both components of Stockholders' equity.
See Note 10 to the Consolidated Financial Statements.

The accompanying notes are a integral part of the consolidated financial
statements.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

1. BASIS OF PRESENTATION:

CMP Media Inc. and subsidiaries (the "Company") operate in one business
segment by publishing magazines and newspapers and providing Internet services
for the manufacturers, engineers, designers and purchasers of electronic systems
and components, including computers, telecommunications equipment and related
products, distributors, resellers and retailers of those products and the
end-users, in business and at home, of information systems, computer systems,
personal computers, software, the Internet and related products and services. In
addition, the Company licenses the titles, editorial content and designs of many
of its publications to publishers outside the United States and represents
foreign technology publishers in the sale of advertising space to U.S.
technology advertisers.

The accompanying financial statements include the accounts of CMP Media
Inc. ("Media"), CMP International Corp. ("International"), CMP Communications
Corp. ("Communications"), CMP Media Partnership (the "Partnership"), CMP France
S.N.C. ("S.N.C."), Englewood Enterprises Corp. ("Enterprises"), and CMP Japan
K.K. ("K.K."), which are all related through common ownership.

Through a series of transactions which occurred from October 21, 1996
through February 3, 1997, Media became the parent company of International,
S.N.C. and Enterprises as follows:

- On October 21, 1996, Media and Communications merged, and the outstanding
shares in Communications were subsequently cancelled (the "Merger"). As a
result of the Merger, the Partnership (which owned S.N.C.) between Media
and Communications ceased to exist;

- In December 1996, K.K. was liquidated by its stockholders;

- On February 3, 1997, the stockholders of International and Enterprises
contributed all of the shares of capital stock of those corporations to
Media as capital, and International and Enterprises became wholly-owned
subsidiaries of Media. On April 21, 1997, Enterprises was merged with
Media.

As all of the entities were under common control, the most meaningful
presentation of the financial statements is the retroactive consolidation of
Media and its subsidiaries for all periods presented.

On February 3, 1997, the Company declared a stock dividend of nine shares
of its non-voting Class C Common Stock for each share of Class A Common Stock
and Class B Common Stock outstanding. The stock dividend, which was paid on
February 28, 1997, has been given retroactive treatment for all periods
presented. Prior to the consummation of the initial public offering, the
stockholders of the Company exchanged each of their shares of Class C Common
Stock for one share of the class of Common Stock upon which the dividend was
paid. The exchange has been given retroactive treatment in the consolidated
financial statements for all periods presented. See Note 9.

Prior to the consummation of the initial public offering, the Company
declared a 35.75-for-one stock split, in the form of a stock dividend, of all
classes of its common stock and restated its certificate of incorporation to,
among other things, change the par value of all classes of its common stock from
$0.10 per share to $0.01 per share. The stock dividend and change in par value
have been given retroactive treatment in the consolidated financial statements
for all periods presented. See Note 9.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

a. Principles of Consolidation

The consolidated financial statements include the accounts of Media and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.

Investments in companies in which ownership interests range from 20 to 50
percent and the Company has the ability to exercise significant influence over
the operating and financial policies of such companies are accounted for under
the equity method. Other investments are accounted for under the cost method.

b. Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The
Company's most significant estimates are related to provisions for estimated
returns, rebates, discounts and adjustments and allowances for doubtful
accounts.

c. Revenue Recognition

Advertising revenues from the Company's controlled-circulation trade
newspapers and magazines are recognized based on the publications' cover dates
net of provisions for estimated rebates, adjustments and discounts. Advertising
revenues from the Company's paid-subscription and newsstand-circulation consumer
magazines are recognized at the on-sale date, net of provisions for estimated
rebates, adjustments and discounts. Revenues from newsstand sales are recognized
at the on-sale date for all publications, net of provisions for estimated
returns. Revenues from subscription sales are recognized over the terms of the
subscription on a straight-line basis. Licensing revenues are recognized on a
straight-line basis over the term of the license agreement.

d. Operating Costs and Expenses

Cost of revenues include editorial, production, paper, distribution and
fulfillment costs. Selling and promotion costs include subscription acquisition
costs. Such costs are expensed as incurred. For interim financial reporting
purposes, subscription acquisition costs are deferred and allocated among
interim periods based upon the benefit received.

e. Marketable Securities

On January 1, 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." There was no cumulative effect upon adoption. In
computing realized gain or loss on sale, the cost of marketable securities has
been determined based upon specific identification. Unrealized gains and losses
on marketable securities available for sale are included as a separate component
of stockholders' equity.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- CONTINUED
f. Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

g. Concentration of Credit Risk

The Company places its temporary cash investments with high credit quality
financial institutions. At times, such investments may be in excess of federally
insured limits. The Company has not experienced losses in such accounts.

The Company provides publishing, marketing and information services to its
customers who represent a variety of technology companies in the United States
and other countries. The Company extends credit to its customers and
historically has not experienced significant losses relating to receivables from
individual customers or groups of customers.

h. Inventories

Inventories, which consist primarily of paper used in the production of the
Company's publications, are stated at the lower of cost or market. Cost is
determined on a first-in, first-out basis.

i. Property and Equipment

Property and equipment is recorded at cost. Depreciation is computed
principally using the straight-line method over estimated useful lives which
range from three to seven years. Maintenance and repairs are charged to expense
as incurred; renewals and improvements which extend the life of the asset are
capitalized. Gains or losses on the disposition of property and equipment are
reflected in results of operations. Leasehold improvements are amortized over
the shorter of the lease term or the remaining useful life of the related
assets.

j. Intangible Assets

Intangible assets consist of goodwill, trademarks, subscriber lists and
covenants not to compete. Intangible assets are amortized on a straight-line
basis over periods ranging from three to fifteen years.

At each balance sheet date, management assesses whether there has been a
permanent impairment in the value of intangible assets. If the carrying value of
the assets exceeds the estimated undiscounted future cash flows from operating
activities of the related businesses, a permanent impairment is deemed to have
occurred. In this event, the assets are written down to fair value.

k. Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of" ("SFAS No. 121"),
which is effective for fiscal years beginning after December 15, 1995. SFAS No.
121 specifies the recognition and measurement criteria for such impairments.
Adoption of SFAS No. 121 on January 1, 1996 had no impact on the Company's
financial position, results of operations or cash flows.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- CONTINUED
l. Income Taxes

The Company and certain affiliates elected to be treated as S corporations
for U.S. federal income tax purposes, which requires that the income or loss for
federal and certain state and local tax jurisdictions be recognized by the
stockholders. The other affiliates are partnerships whereby income or loss is
included in a partner's tax return based upon its respective ownership
percentage. Accordingly, the provision for income taxes includes state, local
and foreign income taxes.

In connection with the proposed sale of its Class A Common Stock in an
initial public offering, the Company will terminate its S corporation election
and make a final S corporation distribution to its stockholders, which is
estimated to be approximately $38,000. As a result of terminating its S
corporation election and converting to a C corporation, the Company will be
subject to U.S. federal and all applicable state and local taxes. The unaudited
pro forma provision for income taxes, unaudited pro forma net income and
unaudited pro forma net income per share are presented as if the Company had
terminated its S corporation election prior to January 1, 1994.

Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end on the basis of enacted laws and
statutory tax rates applicable to the period in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be realized.

m. Pro Forma Net Income (Loss) Per Share and Weighted Average Common Shares
Outstanding (Unaudited)

Pro forma net income (loss) per share-primary is computed using the
weighted average number of shares of common stock and common stock equivalents
outstanding (using the Treasury Stock Method). Common stock options issued
during the twelve-month period prior to the Company's initial public offering
have been included in the calculation as if they were outstanding for all
periods using the Treasury Stock Method and an assumed initial public offering
price of $18.00 per share. In addition, the calculation includes shares of
common stock representing the number of shares, based upon an assumed initial
public offering price of $18.00 per share, the proceeds from which would be
necessary to pay the final S corporation distribution referenced in Note 2(l)
above and S corporation distributions of approximately $10,300 made in the
twelve months preceding May 31, 1997 which were in excess of net income for such
twelve-month period. Net income (loss) per share-fully diluted is not presented
as it is equivalent to net income (loss) per share-primary.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No.
128"), which simplifies existing computational guidelines, revises disclosure
requirements and increases the comparability of earnings-per-share-data on an
international basis. SFAS No. 128 is effective for financial statements for
periods ending after December 15, 1997 and requires restatement of all
prior-period earnings-per-share data presented. The Company is currently
evaluating the new statement; however, the impact of adoption of SFAS No. 128 on
the Company's financial statements is not expected to be significant.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- CONTINUED
n. Unaudited Interim Financial Statements

The consolidated financial statements as of March 31, 1997 and for the
three months ended March 31, 1996 and 1997 are unaudited but have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. The results of operations of any interim period are not
necessarily indicative of the results of operations for the full year.

3. PROPERTY AND EQUIPMENT:

Property and equipment at December 31, 1995 and 1996 consisted of the
following:

[Download Table]

1995 1996
------- -------

Production, editorial and circulation equipment........ $ 6,029 $ 9,739
Office equipment....................................... 17,566 20,077
Furniture and fixtures................................. 2,513 2,054
Leasehold improvements................................. 9,573 10,485
------- -------
35,681 42,355
Less: accumulated depreciation and amortization........ 14,847 15,894
------- -------
Property and equipment, net.......................... $20,834 $26,461
======= =======

4. INTANGIBLE ASSETS:

Intangible assets at December 31, 1995 and 1996 consisted of the following:

[Download Table]

1995 1996
------ ------

Goodwill................................................. $ 498 $2,673
Trademark................................................ 817 817
Subscriber lists......................................... -- 220
Covenants not to compete................................. 986 150
------ ------
2,301 3,860
Less: accumulated amortization........................... 994 478
------ ------
Intangible assets, net................................. $1,307 $3,382
====== ======

In May 1996, the Company acquired a business which represents non-U.S.
technology publishers in the sale of advertising space to U.S. technology
advertisers for $2,275 in cash and assumed liabilities. The acquisition has been
accounted for by the purchase method of accounting. The results of operations of
the business acquired have been included in the Company's Consolidated Statement
of Income from the date of acquisition. In connection with this acquisition, the
Company recorded $2,175 of goodwill which is being amortized over fifteen years.
Pro forma data have been omitted as the impact is not material to the Company's
results of operations for 1995 and 1996.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

5. INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES:

In 1996, the Company made equity investments totaling $5,748 in three
companies, and an investment accounted for under the cost method of $3,000 in
another company. These companies are engaged in the Internet services and
technology industries. The excess of the Company's investments over equity in
net assets acquired amounted to $2,534 at December 31, 1996, net of accumulated
amortization of $504. This excess is being amortized on a straight-line basis
over three years. In addition, during 1996, the Company made advances of $1,177
to its two publishing joint venture investments.

Losses from unconsolidated affiliates were $925, $743, and $1,330 for 1994,
1995 and 1996, respectively, and have been included in other income (expense),
net, in the Company's Consolidated Statements of Income.

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

Accrued expenses and other current liabilities at December 31, 1995 and
1996 consisted of the following:

[Download Table]

1995 1996
------- -------

Salaries, commissions, vacation and employee
benefits............................................. $14,701 $17,330
Profit sharing contributions........................... 3,102 4,141
Volume discounts....................................... 4,244 3,025
Other.................................................. 6,207 9,499
------- -------
$28,254 $33,995
======= =======

7. REVOLVING CREDIT AGREEMENT:

On November 14, 1996, the Company modified an existing revolving credit
agreement with two financial institutions to provide for borrowings of up to
$75,000. Borrowings bear interest at either LIBOR plus .35% to .825%, depending
on outstanding loan balances and Company earnings levels, or the prime rate, at
the Company's option. The agreement contains certain negative covenants
regarding minimum levels of net worth, fixed coverage and limitations on
indebtedness. As of March 31, 1997, the Company was in default of its net worth
covenant, and there was a default under a related negative pledge covenant;
however, the lenders have permanently waived these defaults. The Company
believes that it is not probable that there will be defaults under these
covenants for the applicable measurement dates during the twelve-month period
ending on April 1, 1998. Borrowings under the agreement were $12,000 and $25,000
as of December 31, 1995 and 1996, respectively. The agreement expires November
14, 2001. The weighted average interest rates for borrowings under the agreement
were 7.26% and 6.11% for the years ended December 31, 1995 and 1996,
respectively. Interest expense was approximately $0, $852 and $667 for the years
ended December 31, 1994, 1995 and 1996, respectively and is included in other
income (expense), net, in the Company's Consolidated Statements of Income.

8. GAIN (LOSS) ON SALES OF BUSINESSES:

Gain (loss) on sales of businesses for the years ended December 31, 1994,
1995 and 1996 consisted primarily of the following:

In January 1994, the Company sold its travel-related publications for
$14,000. The sale resulted in a gain of $13,650. Excluding this gain, the
operations of these publications had no impact on revenues or income before
provision for income taxes for 1994.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

8. GAIN (LOSS) ON SALES OF BUSINESSES: -- CONTINUED
In September 1995, the Company sold its Japanese conference business for
approximately $125. The sale resulted in a loss of approximately $407. The
Company's results of operations for 1994 and 1995 include revenues and (loss)
before provision for income taxes of approximately $481 and $(1,032), and $1,331
and $(77), respectively, from this business.

In March 1996, the Company sold its publication, CommunicationsWeek
International, for $2,198. The sale resulted in a gain of $1,216. The Company's
results of operations for 1994, 1995 and 1996 included revenues and income
(loss) before provision for income taxes of approximately $4,794 and $(1,488),
$11,042 and $1,370 and $175 and $(107), respectively, from this publication.

9. STOCKHOLDERS' EQUITY:

The Company has the authority to issue 70 million shares of common stock,
par value $.01 per share, of which 50 million shares are designated Class A
Common Stock and 20 million shares are designated Class B Common Stock.

Holders of Class A Common Stock and Class B Common Stock vote together as a
single class as follows: holders of Class A Common Stock are entitled to one
vote for each share of such stock held and holders of Class B Common Stock are
entitled to ten votes for each share of such stock held. Dividends may be paid
out of legally available funds if declared by the Board of Directors and are
payable equally to each class of Common Stock. Each share of Class B Common
Stock is convertible, at the option of the holder, into Class A Common Stock, on
a share-for-share basis.

In May 1996, the 18,874,570 outstanding shares of Class A Common Stock were
converted by the Company into an equal number of shares of Class B Common Stock.

In November 1996, 1,321,320 outstanding shares of Class B Common Stock were
converted into an equal number of shares of Class A Common Stock.

On January 31, 1997, a distribution of approximately $800 was declared
payable in June 1997 to all stockholders of International. See Note 1.

On February 3, 1997, the Company declared a stock dividend of nine shares
of Class C Common Stock for each share of Class A and Class B Common Stock
outstanding. This dividend, which was paid on February 28, 1997, resulted in the
issuance of 16,987,113 shares of Class C Common Stock and has been given
retroactive treatment in the consolidated financial statements for all periods
presented. Prior to the consummation of the initial public offering, the
stockholders of the Company exchanged each of their shares of Class C Common
Stock for one share of the class of Common Stock upon which the dividend was
paid. As a result, 16,987,113 shares of Class C Common Stock were exchanged for
1,189,188 shares of Class A Common Stock and 15,797,925 shares of Class B Common
Stock, and there are no shares of Class C Common Stock outstanding. The exchange
has been given retroactive treatment in the consolidated financial statements
for all periods presented.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

9. STOCKHOLDERS' EQUITY: -- CONTINUED
In connection with the Company's expected change in tax status from an S
corporation to a C corporation, the Company will make a final S corporation
distribution to its stockholders, which is estimated to be approximately
$38,000. See Note 2 (l). As of March 31, 1997, on a pro forma basis giving
effect to the payment of this distribution, Stockholders' equity would be a
deficit of $28,297.

10. INCENTIVE AWARDS:

a. Equity Appreciation Plan

In 1988, the Company established an equity appreciation plan (the "Equity
Appreciation Plan") for certain key employees and directors which provides for
incentive deferred compensation in the form of Share Appreciation Rights
("SARs") pursuant to formulas contained in the Equity Appreciation Plan. All
SARs are granted at the discretion of the Company's Board of Directors. The SARs
normally are subject to a nine-year redemption schedule beginning, at the
election of the participant, as early as June 30, 1993, and ending on June 30,
2002, unless the Board of Directors provides an extension. Under the redemption
schedule, a participant must have redeemed at least 20% of his or her SARs as of
June 30, 1998, 40% as of June 30, 1999, 60% as of June 30, 2000, 80% of as June
30, 2001 and 100% as of June 30, 2002; provided, however, that no more than 20%
of a participant's SARs may be redeemed in any one year. The Board of Directors
has the discretion to accelerate the payment of any or all redemptions and
payments. Pursuant to the Equity Appreciation Plan, approximately $583, $1,595
and $1,952 were charged to operations in 1994, 1995 and 1996, respectively. As
of December 31, 1994, 1995 and 1996, $4,866, $6,461 and $8,414, respectively,
has been accrued for payment under the Equity Appreciation Plan. Cumulative
payments made under the Equity Appreciation Plan approximated $70 as of December
31, 1996.

b. Executive Stock Purchase and Option Agreements

On November 27, 1996, three senior executives acquired 1,321,320 shares of
the Company's outstanding Class A Common Stock from principal stockholders of
the Company for $1,386 in cash. At the date of purchase, the aggregate market
value of the shares was $16,800. The Company will recognize $15,414 in non-cash
compensation expense pro rata over the vesting periods ranging from seven to
nine years. Compensation expense for 1996 was $240.

On November 27, 1996, the Company granted the same three senior executives
stock options to purchase 2,642,640 shares of Class A Common Stock pursuant to
certain stock option agreements between these executives and the Company. The
option price per share of Class A Common Stock of $12.72 was equal to the market
value per share on the date of grant. Subject to acceleration based on certain
performance criteria, options with respect to 755,040 shares and 1,887,600
shares of Class A Common Stock vest on December 31, 2003 and 2005, respectively.
Options expire no later than December 31, 2010.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations in accounting for
its incentive plans. Accordingly, no compensation expense has been recognized
for the Company's incentive plans other than for the restricted stock purchased
and formula-based awards. The fair value of the options granted was estimated as
$1,974 on the date of grant using the Black-Scholes option-pricing model with
the following assumptions: dividend yield of 5%, volatility of 0%, risk-free
interest rates of 6.02% for options vesting in seven years and 6.22% for options
vesting in nine years and an expected life of seven to nine years. Had
compensation cost for the Company's stock option awards been

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

10. INCENTIVE AWARDS: -- CONTINUED
determined based upon the fair value at the grant date consistent with the
methodology prescribed under Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation," the Company's unaudited pro
forma net income for the year ended December 31, 1996 would have been reduced by
approximately $20.

c. Employee Stock Option Plan

In December 1996, the Company adopted its 1996 Stock Option Plan (the
"Option Plan"). The Option Plan provides for the issuance of options for the
purchase of 1,132,560 shares of the Company's Class A Common Stock. The exercise
period for options granted under the Option Plan is ten years from the date of
grant.

Under the Option Plan, in January 1997, the Company granted certain key
employees options to purchase 419,705 shares of Class A Common Stock at an
option price of $12.72 per share. The option price per share was equal to market
value per share at date of grant. The options become exercisable at varying
dates from July 1998 through January 2003.

11. INCOME TAXES:

Income before provision for income taxes for the years ended December 31,
1994, 1995 and 1996 is as follows:

[Download Table]

1994 1995 1996
------- ------- -------

Domestic............................................ $37,526 $25,374 $32,388
Foreign............................................. (8,557) (8,144) (4,625)
------- ------- -------
$28,969 $17,230 $27,763
======= ======= =======

Foreign income before provision for income taxes includes foreign source
losses from entities characterized as a partnership for U.S. state and local
income tax purposes. Accordingly, these losses provided U.S. state and local
income tax benefit.

The provision (benefit) for historical income taxes for the years ended
December 31, 1994, 1995 and 1996 is as follows:

[Download Table]

1994 1995 1996
------ ----- ----

State and local income taxes:
Current................................................ $1,057 $ 482 $446
Deferred............................................... 7 (134) 207
------ ----- ----
1,064 348 653
Foreign income taxes..................................... 166 247 251
------ ----- ----
$1,230 $ 595 $904
====== ===== ====

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

11. INCOME TAXES: -- CONTINUED
A reconciliation of the U.S. federal statutory rate to the historical
effective income tax rates of the Company for the years ended December 31, 1994,
1995 and 1996 is as follows:

[Download Table]

1994 1995 1996
----- ----- -----

U.S. federal statutory rate................................ 35.0% 35.0% 35.0%
Benefit of S corporation status............................ (35.0) (35.0) (35.0)
State and local income taxes............................... 3.7 2.0 2.4
Foreign income taxes....................................... 0.6 1.5 0.9
----- ----- -----
4.3% 3.5% 3.3%
===== ===== =====

The components of the net deferred income tax asset as of December 31, 1995
and 1996 are as follows:

[Download Table]

1995 1996
---- ----

Accounts receivable................................................ $ 85 $102
Accruals for operating expenses.................................... 575 344
Property, equipment and leasehold improvements..................... (72) (62)
Other.............................................................. 4 34
Valuation allowance................................................ -- (33)
---- ----
$592 $385
==== ====

The provision for pro forma income taxes (unaudited) for the years ended
December 31, 1994, 1995 and 1996 as if the Company had terminated its S
corporation election prior to January 1, 1994 is as follows:

[Download Table]

1994 1995 1996
------- ------- -------

U.S. federal income taxes:
Current........................................... $10,812 $ 7,401 $ 6,853
Deferred.......................................... (934) (1,504) 2,223
State and local income taxes:
Current........................................... 2,842 1,933 1,796
Deferred.......................................... (244) (383) 584
Foreign income taxes................................ 167 247 251
------- ------- -------
$12,643 $ 7,694 $11,707
======= ======= =======

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

11. INCOME TAXES: -- CONTINUED
A reconciliation of the U.S. federal statutory rate to the pro forma
effective income tax rates (unaudited) of the Company for the years ended
December 31, 1994, 1995 and 1996 is as follows:

[Download Table]

1994 1995 1996
---- ---- ----

U.S. federal statutory rate................................... 35.0% 35.0% 35.0%
State and local income taxes.................................. 5.8 5.8 5.4
Foreign income taxes.......................................... 0.6 1.5 0.9
Operating expenses disallowed for tax purposes................ 1.3 1.8 1.2
Operating losses (income) with no income tax
benefit (expense)........................................... 1.2 1.3 (1.9)
Other......................................................... (0.3) (0.7) (0.1)
Valuation allowance........................................... -- -- 1.7
---- ---- ----
43.6% 44.7% 42.2%
==== ==== ====

The components of the pro forma deferred income tax asset (unaudited) as of
December 31, 1995 and 1996 are as follows:

[Download Table]

1995 1996
------ ------

Accounts receivable.............................................. $1,069 $1,362
Accruals for operating expenses.................................. 7,786 4,596
Property, equipment and leasehold improvements................... (971) (830)
Other............................................................ 56 445
Valuation allowance.............................................. -- (440)
------ ------
$7,940 $5,133
====== ======

12. EMPLOYEE BENEFIT PLANS:

a. Defined Benefit Pension Plan

As of December 31, 1992, substantially all employees of the Company were
covered under a noncontributory defined benefit pension plan (the "Pension
Plan"). The Company reports pension expense in accordance with Statement of
Financial Accounting Standards No. 87, "Employers' Accounting for Pensions"
("SFAS No. 87"), and Statement of Financial Accounting Standards No. 88,
"Employers' Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits." The Company has funded the Pension
Plan in accordance with the Employee Retirement Income Security Act of 1974. The
Pension Plan's assets consist primarily of time deposits, money market funds,
guaranteed income annuity contracts, pooled income funds, and equity securities.

As of January 1, 1993, the Pension Plan was amended and frozen so that
employees will earn no further benefits for future services. Future service will
continue to be the basis for vesting of non-vested benefits existing at December
31, 1992 and the Pension Plan will continue to hold assets and pay benefits.
This amendment was treated as a curtailment for the year ended December 31,
1992.

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

12. EMPLOYEE BENEFIT PLANS -- (CONTINUED)
The following table sets forth the Pension Plan's funded status and amounts
recognized at December 31, 1995 and 1996:

[Download Table]

1995 1996
------ ------

Actuarial present value of benefit obligation:
Accumulated benefit obligation, including vested benefits of
$1,944 in 1995 and $2,087 in 1996.............................. $2,039 $2,117
====== ======
Projected benefit obligation for service rendered to date........ $2,039 $2,117
Pension Plan assets at fair value................................ 1,707 1,786
------ ------
Fund status...................................................... (332) (331)
Unrecognized transition amount being recognized over 15 years.... (648) (563)
Unrecognized net loss............................................ 1,099 1,031
Adjustment to recognize minimum liability........................ (451) (468)
------ ------
Accrued pension cost................................... $ (332) $ (331)
====== ======

As required by SFAS No. 87, pension cost was computed using the projected
unit credit actuarial cost method (previously the entry age normal actuarial
cost method had been used). Net periodic pension cost includes the following
components for the years ended December 31, 1994, 1995 and 1996:

[Download Table]

1994 1995 1996
----- ---- -----

Interest cost............................................. $ 211 $141 $ 143
Return on assets.......................................... (119) (90) (109)
Net amortization and deferral............................. (136) (51) (5)
----- ---- -----
Net periodic pension (income) expense........... $ (44) $ -- $ 29
===== ==== =====

For the years ended December 31, 1994, 1995 and 1996, the actuarial present
value of the projected benefit obligation was computed using an average discount
rate of 7.25%, 7% and 7%, respectively. The rate of increase in future
compensation levels no longer applies since the Pension Plan was frozen as of
January 1, 1993. The expected long-term rate of return on plan assets was 6.5%,
5% and 5% in 1994, 1995 and 1996, respectively.

In accordance with the provisions of SFAS No. 87, the Company recorded a
minimum pension liability representing the excess of the accumulated benefit
obligation over the fair value of plan assets and accrued pension liabilities.
Because the liability recognized exceeds the amount of unrecognized prior
service cost, the liability as of December 31, 1995 and 1996 is reported as a
separate reduction of stockholders' equity.

b. Profit Sharing Plan:

Substantially all employees of the Company are covered by a profit sharing
plan (the "Profit Sharing Plan"). The Profit Sharing Plan provides that
employees may make annual pre-tax contributions of up to 15% of their eligible
compensation pursuant to Section 401(k) of the Internal Revenue Code. Through
December 31, 1996, the Company contributed an amount equal to 25% of each
employee's contribution up to 1.5% of the employee's eligible compensation. As
of January 1, 1997, the Company will contribute an amount equal to 50% of each
employee's contribution up to

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

12. EMPLOYEE BENEFIT PLANS -- (CONTINUED)
3% of the employee's eligible compensation. The Company's contributions were
$557, $630 and $882 for the years ended December 31, 1994, 1995 and 1996,
respectively. The Company at its discretion has made additional annual
contributions as defined in the Profit Sharing Plan. The provision for these
contributions amounted to $2,154, $3,118 and $4,283 in 1994, 1995 and 1996,
respectively.

13. RELATED PARTY TRANSACTIONS:

Certain stockholders of the Company have a 15% ownership interest in the
facility which the Company leases as its principal offices. The existing lease
expires in November 1999. Total rental expense with respect to this lease was
approximately $4,500 for each of the years ended December 31, 1994, 1995 and
1996. See Note 14. The Company has a note receivable from one of its executive
officers, the unpaid principal amount of which was $780 and $770 as of December
31, 1995 and 1996, respectively. This note, which bears interest at a rate which
approximates LIBOR, provides for quarterly interest payments and annual
principal payments of $10 per year through 2003, $20 per year through 2013 and
$50 per year through 2023. In addition, in April 1997, the Company guaranteed
loans to two of its senior executives totaling $4,700. The loans are from one of
the financial institutions with which the Company has its revolving credit
agreement. These loans will be payable in November 2001 and are guaranteed
through such date. The Company is obligated to extend the guarantees for $3,000
and $1,700 through December 31, 2005 and December 31, 2007, respectively, at the
request of the senior executives. The Company incurred expenses of approximately
$441, $489 and $544 for the years ended December 31, 1994, 1995 and 1996,
respectively, on behalf of a not-for-profit organization managed by the
Co-Chairpersons of the Company.

14. COMMITMENTS AND CONTINGENCIES:

The Company leases its office facilities and certain office equipment under
non-cancellable operating leases expiring in various years through 2005. Future
minimum lease payments as of December 31, 1996 are as follows:

[Download Table]

YEAR ENDING DECEMBER 31,
----------------------------------------------------------

1997...................................................... $10,593
1998...................................................... 10,656
1999...................................................... 9,743
2000...................................................... 5,535
2001...................................................... 5,264
Thereafter................................................ 14,190
-------
$55,981
=======

Certain of the above leases are subject to escalation clauses for taxes and
other expenses. Rent expense amounted to $7,547, $9,098 and $9,851 in 1994, 1995
and 1996, respectively.

The Company has employment agreements with three senior executives. The
agreements provide minimum terms for base compensation and fringe benefits. The
agreements also contain confidentiality and non-competition clauses ranging from
three to five years as well as termination provisions. The Company is accruing
the probable amount of expected termination costs over the

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

14. COMMITMENTS AND CONTINGENCIES: -- CONTINUED
expected service period. The maximum contingent liability under such agreements
at December 31, 1996 was approximately $17,000.

In the normal course of business, the Company is sometimes named as a
defendant in litigation. In the opinion of management, based upon the advice of
counsel, any uninsured liability which may result from the resolution of any
present litigation or asserted claim will not have a material effect on the
Company's financial position, results of operations or cash flows.

15. FAIR VALUE OF FINANCIAL INSTRUMENTS:

Cash and cash equivalents, marketable securities, short-term receivables
and trade payables and accrued expenses are carried at amounts approximating
fair value. Based on the interest rates currently available to the Company for
similar borrowings, long-term debt is also carried at amounts approximating fair
value.

16. QUARTERLY FINANCIAL DATA (UNAUDITED):

[Enlarge/Download Table]

1995 MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, TOTAL
---------------------------------- ----------- ----------- ------------- ------------ -----------

Revenues.......................... $ 77,958 $ 93,319 $ 95,192 $ 115,891 $ 382,360
Operating costs and expenses...... 81,729 91,033 89,579 100,404 362,745
---------- ---------- ---------- ---------- ----------
Income (loss) from operations..... (3,771) 2,286 5,613 15,487 19,615
Gain (loss) on sales of
businesses(1)................... 126 (408) (282)
Other income (expense), net....... (338) (125) 138 (1,778) (2,103)
---------- ---------- ---------- ---------- ----------
Income (loss) before provision
(benefit) for income taxes...... (4,109) 2,287 5,343 13,709 17,230
Provision (benefit) for income
taxes........................... (142) 79 185 473 595
---------- ---------- ---------- ---------- ----------
Net income (loss)................. $ (3,967) $ 2,208 $ 5,158 $ 13,236 $ 16,635
========== ========== ========== ========== ==========
Historical income (loss) before
provision (benefit) for
income taxes.................... $ (4,109) $ 2,287 $ 5,343 $ 13,709 $ 17,230
Pro forma provision (benefit) for
income taxes(2)................. (1,835) 1,021 2,386 6,122 7,694
---------- ---------- ---------- ---------- ----------
Pro forma net income (loss)....... $ (2,274) $ 1,266 $ 2,957 $ 7,587 $ 9,536
========== ========== ========== ========== ==========
Pro forma net income (loss) per
share(3)........................ $ (0.10) $ 0.06 $ 0.13 $ 0.34 $ 0.42
========== ========== ========== ========== ==========
Pro forma weighted average shares
outstanding..................... 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190
========== ========== ========== ========== ==========

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CMP MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

16. QUARTERLY FINANCIAL DATA (UNAUDITED): -- (CONTINUED)

[Enlarge/Download Table]

1996 MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, TOTAL
------------------------------ ---------- ---------- ------------- ------------ ----------

Revenues...................... $ 84,910 $ 107,674 $ 110,578 $ 114,897 $ 418,059
Operating costs and expenses.. 87,304 98,450 101,498 102,002 389,254
---------- ---------- ---------- ---------- ----------
Income (loss) from
operations.................. (2,394) 9,224 9,080 12,895 28,805
Gain (loss) on sales of
businesses(1)............... 1,216 72 146 1,434
Other income (expense), net... 376 (95) (655) (2,102) (2,476)
---------- ---------- ---------- ---------- ----------
Income (loss) before provision
(benefit) for income
taxes....................... (802) 9,201 8,571 10,793 27,763
Provision (benefit) for income
taxes....................... (26) 300 279 351 904
---------- ---------- ---------- ---------- ----------
Net income (loss)............. $ (776) $ 8,901 $ 8,292 $ 10,442 $ 26,859
========== ========== ========== ========== ==========
Historical income (loss)
before provision (benefit)
for income taxes............ $ (802) $ 9,201 $ 8,571 $ 10,793 $ 27,763
Pro forma provision (benefit)
for income taxes(2)......... (338) 3,880 3,614 4,551 11,707
---------- ---------- ---------- ---------- ----------
Pro forma net income (loss)... $ (464) $ 5,321 $ 4,957 $ 6,242 $ 16,056
========== ========== ========== ========== ==========
Pro forma net income (loss)
per share(3)................ $ (0.02) $ 0.24 $ 0.22 $ 0.28 $ 0.71
========== ========== ========== ========== ==========
Pro forma weighted average
shares outstanding.......... 22,456,190 22,456,190 22,456,190 22,456,190 22,456,190
========== ========== ========== ========== ==========

---------------
(1) See Note 8 -- Gain (Loss) on Sales of Businesses

(2) See Note 11 -- Income Taxes

(3) See Note 2(m) -- Pro Forma Net Income (Loss) Per Share and Weighted Average
Common Shares Outstanding (Unaudited)

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UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company and the Selling Stockholders have agreed to sell to each of the U.S.
Underwriters named below, and each of such Underwriters, for whom Goldman, Sachs
& Co., Lazard Freres & Co. LLC, Bear, Stearns & Co. Inc. and Furman Selz LLC are
acting as representatives, has severally agreed to purchase from the Company and
the Selling Stockholders, the respective number of shares of Class A Common
Stock set forth opposite its name below:

[Enlarge/Download Table]

NUMBER OF
SHARES OF
CLASS A
UNDERWRITER COMMON STOCK
----------------------------------------------------------------------- ------------

Goldman, Sachs & Co....................................................
Lazard Freres & Co. LLC................................................
Bear, Stearns & Co. Inc................................................
Furman Selz LLC........................................................
---------
Total............................................................. 4,000,000
=========

Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The U.S. Underwriters propose to offer the shares of Class A Common Stock
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus and in part to certain securities dealers at
such price less a concession of $ per share. The U.S. Underwriters may
allow, and such dealers may reallow, a concession not in excess of $
per share to certain brokers and dealers. After the shares of Class A Common
Stock are released for sale to the public, the offering price and other selling
terms may from time to time be varied by the representatives.

The Company and the Selling Stockholders have entered into an underwriting
agreement (the "International Underwriting Agreement") with the underwriters of
the International Offering (the "International Underwriters") providing for the
concurrent offer and sale of 1,000,000 shares of Class A Common Stock in an
international offering outside the United States. The offering price and
aggregate underwriting discounts and commissions per share for the two offerings
are identical. The closing of the U.S. Offering made hereby is a condition to
the closing of the International Offering, and vice versa. The representatives
of the International Underwriters are Goldman Sachs International, Lazard
Capital Markets, Bear, Stearns International Limited and Furman Selz LLC.

Pursuant to an agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters named herein has agreed that, as a part of the distribution of
the shares offered hereby and subject to certain exceptions, it will offer, sell
or deliver the shares of Class A Common Stock, directly or indirectly, only in
the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (the "United States") and to U.S. persons, which term shall mean,
for purposes of this paragraph: (a) any individual who is a

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resident of the United States or (b) any corporation, partnership or other
entity organized in or under the laws of the United States or any political
subdivision thereof and whose office most directly involved with the purchase is
located in the United States. Each of the International Underwriters has agreed
pursuant to the Agreement Between that, as a part of the distribution of the
shares offered as a part of the International Offering, and subject to certain
exceptions, it will (i) not, directly or indirectly, offer, sell or deliver
shares of Class A Common Stock (a) in the United States or to any U.S. persons
or (b) to any person who it believes intends to reoffer, resell or deliver the
shares in the United States or to any U.S. persons, and (ii) cause any dealer to
whom it may sell such shares at any concession to agree to observe a similar
restriction.

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Class A Common Stock as may be mutually agreed. The price of any shares so sold
shall be the initial public offering price, less an amount not greater than the
selling concession.

The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of 600,000
additional shares of Class A Common Stock, solely to cover over-allotments, if
any. If the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof that the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
4,000,000 shares of Class A Common Stock offered. The Company has granted the
International Underwriters a similar option to purchase up to an aggregate of
150,000 additional shares of Class A Common Stock.

The Company, its directors, certain executive officers and directors and
the holders of Class B Common Stock (including the Selling Stockholders), who
will hold in the aggregate 1,321,320 of Class A Common Stock and 16,103,250
shares of Class B Common Stock following the Offerings, have agreed that,
subject to certain limited exceptions, during the period beginning from the date
of this Prospectus and continuing to and including the date 180 days after the
date of the Prospectus, they will not offer, sell, contract to sell or otherwise
dispose of any securities of the Company (other than pursuant to employee stock
option or stock purchase plans existing, or on the conversion or exchange of
convertible or exchangeable securities outstanding, on the date of this
Prospectus) which are substantially similar to the shares of Class A Common
Stock or which are convertible or exchangeable into securities which are
substantially similar to the shares of Class A Common Stock, without the prior
written consent of Goldman, Sachs & Co.

The representatives of the Underwriters have informed the Company that they
do not expect sales to accounts over which the Underwriters exercise
discretionary authority to exceed 5% of the total number of shares of Class A
Common Stock offered by them.

Prior to the Offerings, there has been no public market for the Class A
Common Stock. The initial public offering price will be negotiated between the
Company, the Selling Stockholders and the representatives of the U.S.
Underwriters and the International Underwriters. Among the factors to be
considered in determining the initial public offering price of the Class A
Common Stock, in addition to prevailing market conditions, will be the Company's
historical performance, estimates of the business potential and earnings
prospects of the Company, an assessment of the Company's management and the
consideration of the above factors in relation to market valuation of companies
in related businesses.

The Class A Common Stock has been approved for quotation on the Nasdaq
National Market under the symbol "CMPX".

In connection with the Offerings, the Underwriters may purchase and sell
shares of Class A Common Stock in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the Offerings. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing

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or retarding a decline in the market price of the Class A Common Stock, and
syndicate short positions involve the sale by the Underwriters of a greater
number of shares of Class A Common Stock than they are required to purchase from
the Company and the Selling Stockholders in the Offerings. The Underwriters also
may impose a penalty bid, whereby selling concessions allowed to syndicate
members or other broker-dealers in respect of the shares sold in the Offerings
may be reclaimed by the syndicate if such shares of Class A Common Stock are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Class A Common Stock, which may be higher than the price that might otherwise
prevail in the open market; and these activities, if commenced, may be
discontinued at any time. These transactions may be effected in the Nasdaq
National Market, in the over-the-counter market or otherwise.

The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933.

This Prospectus may be used by underwriters and dealers in connection with
offers and sales of Class A Common Stock, including shares of Class A Common
Stock initially sold in the International Offering, to persons located in the
United States.

Furman Selz LLC has performed certain valuation and appraisal services for
the Company.

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=========================================================

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.

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

TABLE OF CONTENTS

[Download Table]

Page
----

Prospectus Summary...................... 3
Risk Factors............................ 10
Use of Proceeds......................... 14
Dividend Policy......................... 14
Dilution................................ 15
Capitalization.......................... 16
Selected Consolidated Financial Data.... 17
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 20
Business................................ 28
Management.............................. 39
Certain Relationships and Related
Transactions.......................... 51
Principal and Selling Stockholders...... 55
Description of Capital Stock............ 57
Shares Eligible for Future Sale......... 61
Legal Matters........................... 63
Experts................................. 63
Change in Accountants................... 63
Additional Information.................. 63
Index to Financial Statements........... F-1
Underwriting............................ U-1

Through and including , 1997 (the 25th day after the date of this
Prospectus), all dealers effecting transactions in the Class A Common Stock,
whether or not participating in this distribution, may be required to deliver a
Prospectus. This is in addition to the obligation of dealers to deliver a
Prospectus when acting as Underwriters and with respect to their unsold
allotments or subscriptions.

=========================================================

=========================================================
5,000,000 Shares

CMP Media Inc.

Class A Common Stock
(par value $.01 per share)

[CMP LOGO]

Goldman, Sachs & Co.
Lazard Freres & Co. LLC
Bear, Stearns & Co. Inc.
Furman Selz

Representatives of the Underwriters
=========================================================

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses in connection with the
sale of the shares of Class A Common Stock being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee and the NASD filing
fee. All of these fees are being paid by the Company.

[Download Table]

Registration Fee............................................... $ 34,849
NASD Filing Fee................................................ 12,000
Nasdaq National Market Application Fee......................... 5,000
Printing and Engraving Fees.................................... 250,000
Legal Fees and Expenses........................................ 600,000
Accounting Fees and Expenses................................... 275,000
Transfer Agent and Registration Fees........................... 10,000
Miscellaneous.................................................. 185,151
----------
Total................................................ $ 1,372,000
==========

---------------
* To be supplied by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL"), provides that a corporation (in its original certificate of
incorporation or an amendment thereto) may eliminate or limit the personal
liability of a director (or certain persons who, pursuant to the provisions of
the certificate of incorporation, exercise or perform duties conferred or
imposed upon directors by the DGCL) to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provisions shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
the director derived an improper personal benefit. Section 7.5 of the
Certificate of Incorporation of CMP Media Inc., as amended (the "Certificate of
Incorporation"), limits the liability of directors thereof to the extent
permitted by Section 102(b)(7) of the DGCL.

Under Section 145 of the DGCL, in general, a corporation may indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties to which they may be made parties by reason of their being or
having been directors, officers, employees or agents and shall so indemnify such
persons only if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. Section 7.4 of the Certificate of
Incorporation gives CMP the power to indemnify its officers, directors,
employees and agents to the full extent permitted by Delaware law.

Under the Underwriting Agreement, the Underwriters are obligated, under
certain circumstances, to indemnify directors and officers of the Registrant
against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Reference is made to the form of
Underwriting Agreement filed as Exhibit 1 hereto.

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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

None.

ITEM 16. EXHIBITS

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(a) Exhibit Exhibit List
--------------- ------------------------------------------------------------------------------

**1 -- Form of Underwriting Agreement (U.S. Version)
**3.1 -- Certificate of Incorporation of CMP Media Inc., as amended.
**3.2 -- By-laws of CMP Media Inc.
**3.3 -- Form of Restated Certificate of Incorporation of CMP Media Inc.
**3.4 -- Form of Amended and Restated Bylaws of CMP Media Inc.
**4.1 -- Reference is made to Exhibits 3.1 and 3.2
**4.2 -- Specimen Class A Common Stock certificate
**4.3 -- Form of 1997 Stockholders' Agreement
**5 -- Opinion of Dow, Lohnes & Albertson, PLLC (including consent)
**10.1 -- Employment Agreement with Michael S. Leeds
**10.2 -- Share Purchase Agreement, dated November 27, 1996, among Gerard G. Leeds, Lilo
J. Leeds, CMP Media Inc. and Michael S. Leeds
**10.3 -- Stockholders' Agreement, dated November 27, 1996, among CMP Media Inc., Gerard
G. Leeds, Lilo J. Leeds and Michael S. Leeds
**10.4 -- Option Agreement, dated November 27, 1996, between CMP Media Inc. and Michael
S. Leeds
**10.5 -- Employment Agreement with Daniel H. Leeds
**10.6 -- Share Purchase Agreement, dated November 27, 1996, among Gerard G. Leeds, Lilo
J. Leeds, CMP Media Inc. and Daniel H. Leeds
**10.7 -- Stockholders' Agreement, dated November 27, 1996, among CMP Media Inc., Gerard
G. Leeds, Lilo J. Leeds and Daniel H. Leeds
**10.8 -- Option Agreement, dated November 27, 1996, between CMP Media Inc. and Daniel
H. Leeds
**10.9 -- Employment Agreement with Kenneth D. Cron
**10.10 -- Share Purchase Agreement, dated November 27, 1996, among Gerard G. Leeds, Lilo
J. Leeds, CMP Media Inc. and Kenneth D. Cron
**10.11 -- Stockholders' Agreement, dated November 27, 1996, among CMP Media Inc., Gerard
G. Leeds, Lilo J. Leeds and Kenneth D. Cron
**10.12 -- Option Agreement, dated November 27, 1996, between CMP Media Inc. and Kenneth
D. Cron
**10.13 -- CMP Media Inc. 1996 Stock Option Plan
**10.14 -- CMP Media Inc. Pension Plan
**10.15 -- CMP Publications, Inc. Profit Sharing and Retirement Savings Plan and Trust
**10.16 -- CMP Publications, Inc. 1988 Equity Appreciation Plan
**10.17 -- CMP Media Inc. Employee Stock Purchase Plan
**10.18 -- Credit Agreement by and among CMP Publications, Inc., Shawmut Bank Connecticut
and The Chase Manhattan Bank, dated July 15, 1993
**10.19 -- Fifth Amendment to the Credit Agreement by and among CMP Media Inc., Fleet
National Bank and The Chase Manhattan Bank, dated November 14, 1996
**10.20 -- Sixth Amendment to the Credit Agreement by and among CMP Media Inc., Fleet
National Bank and The Chase Manhattan Bank, dated April 15, 1997
**10.21 -- CMP Media Inc. Directors' Stock Compensation Plan

II-2

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(a) Exhibit Exhibit List
--------------- ------------------------------------------------------------------------------

**10.22 -- CMP Media Inc. Stock Incentive Plan
**10.23 -- Form of Seventh Amendment to the Credit Agreement by and among CMP Media Inc.,
Fleet National Bank and The Chase Manhattan Bank.
**11 -- Statement re computation of per share earnings
**16 -- Letter from Miller, Ellin & Company
**21 -- Subsidiaries of CMP Media Inc.
23.1 -- Consent of Coopers & Lybrand L.L.P.
**23.2 -- Consent of Dow, Lohnes & Albertson, PLLC (contained in their opinion filed as
Exhibit 5)
**24 -- Power of Attorney
**27 -- Financial Data Schedule

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

** Previously filed.

(b) Financial Statement Schedules

All other schedules are omitted because they are not required, they are not
applicable or the required information is already included in the Registrant's
consolidated financial statements or the notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

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 provisions described under Item 14 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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.

The undersigned Registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed part of this registration
statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at such time shall be
deemed to be the initial bona fide offering thereof.

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SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, CMP
MEDIA INC. HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
MANHASSET, NEW YORK, ON JULY 24, 1997.

CMP MEDIA INC.

By: /s/ MICHAEL S. LEEDS

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

(MICHAEL S. LEEDS,

PRESIDENT AND CHIEF EXECUTIVE
OFFICER)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED.

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SIGNATURE TITLE DATE
------------------------------------------ ---------------------------------- --------------

* President, Chief Executive Officer
------------------------------------------ and a Director (Principal
(MICHAEL S. LEEDS) Executive Officer) July 24, 1997

* Executive Vice President,
------------------------------------------ President of International and a
(DANIEL H. LEEDS) Director July 24, 1997

* Executive Vice President,
------------------------------------------ President of Publishing July 24, 1997
(KENNETH D. CRON)

/s/ JOSEPH E. SICHLER Vice President and Chief Financial
------------------------------------------ Officer (Principal Financial
(JOSEPH E. SICHLER) Officer and Principal Accounting
Officer) July 24, 1997

* Director, Co-Chairperson of Board
------------------------------------------ of Directors July 24, 1997
(GERARD G. LEEDS)

* Director, Co-Chairperson of Board
------------------------------------------ of Directors July 24, 1997
(LILO J. LEEDS)

* Director July 24, 1997
------------------------------------------
(RICHARD A. LEEDS)

*POWER OF ATTORNEY

MICHAEL S. LEEDS, BY SIGNING HIS NAME HERETO, DOES SIGN THIS DOCUMENT ON
BEHALF OF EACH OF THE PERSONS INDICATED ABOVE FOR WHOM HE IS ATTORNEY-IN-FACT
PURSUANT TO A POWER OF ATTORNEY DULY EXECUTED BY SUCH PERSON AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

By: /s/ MICHAEL S. LEEDS

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

(MICHAEL S. LEEDS

ATTORNEY-IN-FACT)

II-4

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of CMP Media Inc.:

In connection with our audits of the consolidated financial statements of
CMP Media Inc. and subsidiaries as of December 31, 1995 and 1996, and for each
of the three years in the period ended December 31, 1996, which financial
statements are included in the Prospectus, we have also audited the financial
statement schedule listed in Item 16 herein.

In our opinion, the financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.

New York, New York
February 28, 1997, except Notes 1 and 9

as to which the date is July 18, 1997.

S-1

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SCHEDULE II

CMP MEDIA INC.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
AS OF DECEMBER 31, 1994, 1995 AND 1996
(IN THOUSANDS)

[Enlarge/Download Table]

ADDITIONS
BALANCE AT CHARGED TO
BEGINNING OF COSTS AND BALANCE AT END
DESCRIPTION PERIOD EXPENSES WRITE-OFFS OF PERIOD
---------------------------------------- ------------ ---------- ---------- --------------

Allowance for Doubtful Accounts at
December 31, 1994..................... $2,091 2,767 (2,152) $2,706
====== ===== ====== ======
Allowance for Doubtful Accounts at
December 31, 1995..................... $2,706 2,150 (1,911) $2,945
====== ===== ====== ======
Allowance for Doubtful Accounts at
December 31, 1996..................... $2,945 1,817 (1,573) $3,189
====== ===== ====== ======

S-2

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EXHIBIT INDEX

[Enlarge/Download Table]

Sequentially
Exhibit Numbered
Number Description Page
------- --------------------------------------------------------------------- ------------

**1 -- Form of Underwriting Agreement (U.S. Version)........................
**3.1 -- Certificate of Incorporation of CMP Media Inc., as amended...........
**3.2 -- By-laws of CMP Media Inc. ...........................................
**3.3 -- Form of Restated Certificate of Incorporation of CMP Media Inc. .....
**3.4 -- Form of Amended and Restated Bylaws of CMP Media Inc. ...............
**4.1 -- Reference is made to Exhibits 3.1 and 3.2............................
**4.2 -- Specimen Class A Common Stock certificate............................
**4.3 -- Form of Stockholders' Agreement......................................
**5 -- Opinion of Dow, Lohnes & Albertson, PLLC (including consent).........
**10.1 -- Employment Agreement with Michael S. Leeds...........................
**10.2 -- Share Purchase Agreement, dated November 27, 1996, among Gerard G.
Leeds, Lilo J. Leeds, CMP Media Inc. and Michael S. Leeds............
**10.3 -- Stockholders' Agreement, dated November 27, 1996, among CMP Media
Inc., Gerard G. Leeds, Lilo J. Leeds and Michael S. Leeds............
**10.4 -- Option Agreement, dated November 27, 1996, between CMP Media Inc. and
Michael S. Leeds.....................................................
**10.5 -- Employment Agreement with Daniel H. Leeds............................
**10.6 -- Share Purchase Agreement, dated November 27, 1996, among Gerard G.
Leeds, Lilo J. Leeds, CMP Media Inc. and Daniel H. Leeds.............
**10.7 -- Stockholders' Agreement, dated November 27, 1996, among CMP Media
Inc., Gerard G. Leeds, Lilo J. Leeds and Daniel H. Leeds.............
**10.8 -- Option Agreement, dated November 27, 1996, between CMP Media Inc. and
Daniel H. Leeds......................................................
**10.9 -- Employment Agreement with Kenneth D. Cron............................
**10.10 -- Share Purchase Agreement, dated November 27, 1996, among Gerard G.
Leeds, Lilo J. Leeds, CMP Media Inc. and Kenneth D. Cron.............
**10.11 -- Stockholders' Agreement, dated November 27, 1996, among CMP Media
Inc., Gerard G. Leeds, Lilo J. Leeds and Kenneth D. Cron.............
**10.12 -- Option Agreement, dated November 27, 1996, between CMP Media Inc. and
Kenneth D. Cron......................................................
**10.13 -- CMP Media Inc. 1996 Stock Option Plan................................
**10.14 -- CMP Media Inc. Pension Plan..........................................
**10.15 -- CMP Publications Inc. Profit Sharing and Retirement Savings Plan and
Trust................................................................
**10.16 -- CMP Publications, Inc. 1988 Equity Appreciation Plan.................
**10.17 -- CMP Media Inc. Employee Stock Purchase Plan..........................
**10.18 -- Credit Agreement by and among CMP Publications, Inc., Shawmut Bank
Connecticut and The Chase Manhattan Bank, dated July 15, 1993........
**10.19 -- Fifth Amendment to the Credit Agreement by and among CMP Media Inc.,
Fleet National Bank and The Chase Manhattan Bank, dated November 14,
1996.................................................................

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[Enlarge/Download Table]

Sequentially
Exhibit Numbered
Number Description Page
------- --------------------------------------------------------------------- ------------

**10.20 -- Sixth Amendment to the Credit Agreement by and among CMP Media Inc.,
Fleet National Bank and The Chase Manhattan Bank, dated April 15,
1997.................................................................
**10.21 -- CMP Media Inc. Directors' Stock Compensation Plan....................
**10.22 -- CMP Media Inc. Stock Incentive Plan..................................
**10.23 -- Form of Seventh Amendment to the Credit Agreement by and among CMP
Media Inc., Fleet National Bank and The Chase Manhattan Bank.........
**11 -- Statement re computation of per share earnings.......................
**16 -- Letter from Miller, Ellin & Company..................................
**21 -- Subsidiaries of CMP Media Inc........................................
23.1 -- Consent of Coopers & Lybrand L.L.P...................................
**23.2 -- Consent of Dow, Lohnes & Albertson, PLLC (contained in their opinion
filed as Exhibit 5)..................................................
**24 -- Power of Attorney....................................................
**27 -- Financial Data Schedule..............................................

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

** Previously Filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

	12/31/10	78
	12/31/07	43	83
	12/31/05	43	83
	12/31/03	45	78
	6/30/02	50	78
	11/14/01	27	76
	6/30/01	50	78
	6/30/00	50	78
	6/30/99	50	78	4
	6/30/98	50	78	10-Q
	4/1/98	76
	12/15/97	28	74
	9/1/97	7	33
Filed on:	7/24/97	1	93	S-1MEF
	7/18/97	66	94	S-1/A
	6/30/97	7		10-Q
	5/31/97	10	74
	5/9/97	51		S-1
	4/21/97	71
	4/15/97	91	97
	3/31/97	8	78
	2/28/97	60	94
	2/3/97	71	77
	1/31/97	77
	1/1/97	15	82
	12/31/96	9	95
	12/2/96	45
	11/27/96	43	96
	11/14/96	76	96
	10/21/96	71
	9/11/96	64
	5/31/96	29	58
	5/24/96	29	58
	3/31/96	9	75
	1/1/96	28	73
	12/31/95	10	95
	12/15/95	28	73
	12/31/94	10	95
	1/1/94	22	80
	12/31/93	10	20
	7/15/93	91	96
	6/30/93	50	78
	1/1/93	81	82
	12/31/92	10	81
				List all Filings

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Filing Submission 0000950123-97-006137 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

CMP Media Inc – IPO: ‘S-1/A’ on 7/24/97

As of: Thursday, 7/24/97 · Accession #: 950123-97-6137 · File #: 333-26741

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