SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PRIMEDIA INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, par value $.01 per share ("Common Stock"), of the Registrant
(2) Aggregate number of securities to which transaction applies: 213,124,209
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total Fee Paid: N/A
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(3) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
PRIMEDIA Inc.
745 FIFTH AVENUE
THOMAS S. ROGERS NEW YORK, NY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER 10151
April 30, 2001
DEAR STOCKHOLDER:
You are cordially invited to attend the Annual Meeting of Stockholders of
PRIMEDIA Inc. (the "Company"). The meeting will be held at 10:00 a.m. on
Thursday, May 17, 2001, at the Four Seasons Hotel, 57 East 57th St., New York,
New York 10022.
Information regarding the business to be conducted at the meeting is set forth
in the following formal Notice of Annual Meeting and Proxy Statement. At the
Annual Meeting, you will be asked to vote upon the items described in the Notice
and then I will report on the Company. You will have an opportunity to meet me
and the other members of senior management and to ask questions about the items
under consideration as well as other matters relating to the Company's business.
Your vote is important. Therefore, after you read the Notice of Annual Meeting
and Proxy Statement, please complete and return promptly the enclosed form of
proxy to ensure that your shares will be represented. A return envelope is
enclosed. For your convenience, you can also vote by phone or on-line. You may
revoke your proxy at any time before it is exercised at the meeting.
Accordingly, you should vote your proxy even if you plan to attend the meeting.
I am looking forward to receiving your proxy and meeting you on May 17.
Sincerely,
/s/ Thomas S. Rogers
PRIMEDIA Inc.
745 Fifth Avenue
New York, New York 10151
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, MAY 17, 2001
To the Stockholders of
PRIMEDIA Inc.:
The annual meeting of stockholders of PRIMEDIA Inc. will be held on Thursday,
May 17, 2001, at the Four Seasons Hotel, 57 East 57th Street, New York, New York
10022 at 10:00 a.m. to:
(1) Elect eleven directors;
(2) Consider amending the Certificate of Incorporation to increase the
number of authorized shares of common stock from 250 million to
300 million;
(3) Act upon the selection of auditors for the fiscal year ending
December 31, 2001; and
(4) Transact such other business as may properly come before the meeting.
Only holders of record of Common Stock, $.01 par value, at the close of business
on March 20, 2001, will be entitled to vote at the meeting.
Beverly C. Chell
VICE CHAIRMAN AND SECRETARY
April 30, 2001
PROXY STATEMENT
SOLICITATION OF PROXIES
This proxy statement is furnished by the Board of Directors (the "Board") of
PRIMEDIA Inc. (the "Company" or "PRIMEDIA" and, where appropriate, together with
its subsidiaries), in connection with its solicitation of proxies for use at the
annual meeting of stockholders to be held on Thursday, May 17, 2001, at 10:00
a.m., at the Four Seasons Hotel, 57 East 57th St., New York, NY 10022 and at any
and all adjournments thereof. Mailing of the proxy statement will commence on or
about April 30, 2001. Holders of record of Common Stock, $.01 par value (the
"Common Stock"), at the close of business on March 20, 2001, will be entitled to
one vote for each share held on all matters to come before the meeting. On
March 20, 2001, there were outstanding 213,124,209 shares of Common Stock.
A proxy on the enclosed form may be revoked at any time before it has been
exercised. Unless the proxy is revoked or there is a direction to abstain on one
or more proposals, it will be voted on each proposal and, if a choice is made
with respect to any matter to be acted upon, in accordance with such choice. If
no choice is specified, the proxy will be voted as recommended by the Board.
VOTING AT THE MEETING
A majority of the votes entitled to vote on matters at the meeting constitutes a
quorum. If a share is represented for any purpose at the meeting, it is present
for all other matters. Abstentions and shares held of record by a broker or its
nominee ("Broker Shares") that are voted on any matter are included in
determining the number of votes present. Broker Shares that are not voted on any
matter at the meeting will not be included in determining whether a quorum is
present.
Each matter to be voted on requires a majority of the votes cast, except for the
amendment to the Company's Restated Certificate of Incorporation which requires
a majority of the outstanding shares. Abstentions and Broker Shares that are not
voted on the matter will not be included in determining the number of votes
cast.
Stockholders' proxies are received by the Company's independent proxy processing
agent, and the vote is certified by independent inspectors of election. Proxies
will be kept confidential, except as necessary to meet legal requirements.
During the proxy solicitation period, the Company will receive vote tallies from
time to time from the inspectors, but such tallies will provide aggregate
figures rather than names of stockholders. The independent inspectors will
notify the Company if a stockholder has failed to vote so that he or she may be
reminded and requested to do so.
------------------------
ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board has responsibility for establishing broad corporate policies and for
the overall performance of the Company. Members of the Board are kept informed
of the Company's businesses by various reports and documents sent to them each
month as well as by operating and financial reports made at Board and committee
meetings by the Chairman of the Board and other officers.
Regular meetings of the Board are held each calendar quarter. The organizational
meeting will follow immediately after the annual meeting of stockholders. The
Board held five meetings in 2000 and also acted by unanimous written consent.
COMMITTEES OF THE BOARD
Various committees of the Board have been established to assist it in the
discharge of its responsibilities. Those committees are described below. The
biographical information on the nominees for director set forth in this proxy
statement includes committee memberships currently held by each nominee.
The AUDIT COMMITTEE meets with management, the Company's independent accountants
and its internal auditors to consider the adequacy of the Company's internal
controls and other financial reporting matters. The Audit Committee recommends
to the Board the engagement of the Company's independent accountants, discusses
with the independent accountants their audit procedures and, in connection with
determining their independence, reviews the services performed by the
independent
1
accountants. The Committee met two times in 2000. Professor Meyer Feldberg and
H. John Greeniaus are the members of the Audit Committee and each are
independent.
The COMPENSATION COMMITTEE is responsible for administering the Company's
compensation programs and remuneration arrangements for its senior executives,
including the chief executive officer. The Committee's Report on Executive
Compensation appears elsewhere in this proxy statement. The Compensation
Committee consists of Henry R. Kravis, Michael T. Tokarz and Perry Golkin and
met once in 2000. To meet the requirements for deductability of certain
executive compensation under the Internal Revenue Code of 1986, as amended (the
"Code"), the Company established in 1999 the Special Compensation Committee,
consisting of Professor Feldberg and Mr. Greeniaus, which acted by unanimous
written consent in 2000.
The EXECUTIVE COMMITTEE, consists of Thomas S. Rogers, Chairman, and Messrs.
Kravis, Tokarz and Golkin and has authority to act for the Board on all matters
during intervals between Board meetings. This committee acted by unanimous
written consent during 2000.
THE NOMINEES
It is proposed that eleven directors be elected to hold office until the next
annual meeting of stockholders and until their successors have been elected.
Unless otherwise marked or indicated a proxy will be voted for such persons.
Each of the nominees was elected at the last Annual Meeting as a director except
for Scott P. Kurnit who was elected as a director in March 2001 and David Bell
who is proposed as a new director. If Mr. Bell is elected, he will be the
Company's third independent director fulfilling the relevant New York Stock
Exchange requirements. In addition, the Board has indicated its intention to
elect Mr. Bell to the Audit Committee.
The average attendance of the Board and all of its committees during 2000 was
over 90%.
Although management does not anticipate that any of the persons named below will
be unable or unwilling to stand for election, a proxy, in the event of such an
occurrence, may be voted for a substitute designated by the Board. However, in
lieu of designating a substitute, the Board may amend the By-Laws to reduce the
number of directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES DESCRIBED
BELOW.
THOMAS S. ROGERS Mr. Rogers is Chairman of the Board, Chief
Chairman of the Board, Chief Executive Officer Executive Officer and a Director of PRIMEDIA
and Director and has served in such capacities since
Age: 46 October 1999, when he joined the Company.
Previously he was President of NBC Cable
from 1988 and, additionally, Executive Vice
President of NBC from 1992. Mr. Rogers is
also Chairman of the Executive Committee.
DAVID BELL Mr. Bell is the Chairman of the Board and
Director Nominee Chief Executive Officer of True North
Age: 57 Communications Inc. and has been since
1999. From 1994 through March 1999, he was
President and Chief Executive Officer of
Bozell World Wide, a division of True
North.
BEVERLY C. CHELL Ms. Chell became Vice Chairman, General
Vice Chairman, General Counsel, Secretary and Counsel and Secretary of PRIMEDIA in
Director November 1991 and a Director in March
Age: 58 1992.
2
MEYER FELDBERG Professor Feldberg is Professor and Dean of
Director the Columbia University Graduate School of
Age: 59 Business and has been since 1989. He
joined the Board in January 1997. He is
also a director of Federated Department
Stores, Inc., Revlon, Inc., and Select
Medical Corporation. He is the Chairman of
the Audit Committee and a member of the
Special Compensation Committee.
PERRY GOLKIN Mr. Golkin became a Director of PRIMEDIA in
Director November 1991. He is a General Partner of
Age: 47 KKR Associates and was a General Partner
of Kohlberg Kravis Roberts & Co. ("KKR")
from January 1, 1995 until January 1, 1996
when he became a member of the limited
liability company which serves as the
general partner of KKR. Prior to 1995, Mr.
Golkin was an executive at KKR. He is also
a director of Walter Industries, Inc. Mr.
Golkin is a member of the Compensation and
Executive Committees.
H. JOHN GREENIAUS Mr. Greeniaus is the former Chairman and
Director Chief Executive Officer of Nabisco, Inc.
Age: 56 He became a director in June 1998. He is
also a director of CCL Industries,
Pennzoil-Quaker State Company and True
North Communications Inc. He is a member
of the Audit Committee and the Special
Compensation Committee.
HENRY R. KRAVIS Mr. Kravis became a Director of PRIMEDIA in
Director November 1991. He is a Founding Partner of
Age: 57 KKR and KKR Associates. Effective
January 1, 1996, he became a managing
member of the Executive Committee of the
limited liability company which serves as
the general partner of KKR. He is also a
director of Accuride Corporation, Amphenol
Corporation, Borden Inc., The Boyd's
Collection Ltd., Evenflo Company, Inc. The
Gillette Company, IDEX Corporation,
KinderCare Learning Centers, Inc., Regal
Cinemas, Inc., Sotheby's Holdings, Inc.,
Spaldings Holdings Corporation and Mr.
Kravis is Chairman of the Compensation
Committee and serves on the Executive
Committee.
SCOTT P. KURNIT Mr. Kurnit became Chief Internet Officer and
Chief Internet Officer and Director a Director in March 2001. He also serves
Age: 47 as Chief Executive Officer of About.com,
Inc., which he founded in June 1996. From
March 1995 to February 1996, Mr. Kurnit
served as President and Chief Executive
Officer of MCI/ News Corporation Internet
Ventures. From June 1993 to March 1995,
Mr. Kurnit served as Executive Vice
President of Prodigy Service Co.
3
CHARLES G. MCCURDY Mr. McCurdy became President and a Director
President and Director of PRIMEDIA in November 1991 and was also
Age: 45 Treasurer from 1991 to August 1993.
GEORGE R. ROBERTS Mr. Roberts became a Director of PRIMEDIA in
Director March 1992. He is a Founding Partner of
Age: 57 KKR and KKR Associates. Effective
January 1, 1996, he became a managing
member of the Executive Committee of the
limited liability company which serves as
the general partner of KKR. He is also a
director of Accuride Corporation, Amphenol
Corporation, Borden Inc., The Boyd's
Collection Ltd., DPL Inc., Evenflo Company
Inc., IDEX Corporation, KinderCare
Learning Centers, Inc., Owens-Illinois,
Inc., Randall's Food Markets, Inc.,
Safeway, Inc., and Spaldings Holdings
Corporation.
MICHAEL T. TOKARZ Mr. Tokarz became a Director of PRIMEDIA in
Director November 1991. He is a General Partner of
Age: 51 KKR Associates and was a General Partner
of KKR from January 1, 1993 until
January 1, 1996 when he became a member
of the limited liability company which
serves as the general partner of KKR.
Prior to 1993, Mr. Tokarz was an executive
at KKR. He is also a director of Evenflo
Company Inc., IDEX Corporation, Nexstar
Financial Corporation, Spaldings Holdings
Corporation and Walter Industries, Inc.
Mr. Tokarz is a member of the Compensation
and Executive Committees.
Messrs. Kravis and Roberts are first cousins.
COMPENSATION OF DIRECTORS
Directors who are full-time employees of the Company receive no additional
compensation for services as a director. In 2000, non-employee directors
received an annual all inclusive fee of $45,000 for all services on the Board
and all committees. In 2000, Messrs. Feldberg and Greeniaus each received stock
options to acquire 25,000 shares of Company Common Stock.
A non-employee director may elect to defer all or part of the fee. Deferred
amounts are "credited" to an unfunded cash account or Common Stock equivalent
account, as selected by the director. Interest, at PRIMEDIA's average borrowing
rate, is credited quarterly for bookkeeping purposes to a director's cash
account. Subject to certain restrictions, a director is permitted to take
distributions in cash from a cash account or in shares of Common Stock or cash
equivalent to the then value of credited shares, at the Company's option, in
whole or in part, from his account following retirement or termination of
service. Three of the non-employee directors have elected to defer their fees in
Common Stock equivalents.
4
PRIMEDIA INC.
AUDIT COMMITTEE REPORT
In accordance with its written charter adopted by the Board of Directors
(Board), attached hereto as Annex A, the Audit Committee of the Board
(Committee) assists the Board in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing and financial reporting
practices of PRIMEDIA Inc. (Company). During year 2000, the Committee met two
times, and the Committee chair, as representative of the Committee, discussed
the interim financial information contained in each quarterly earnings
announcement with the CFO, controller and independent auditors prior to public
release.
In discharging its oversight responsibility as to the audit process, the Audit
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed with
the auditors any relationships that may impact their objectivity and
independence and satisfied itself to the auditors' independence. The Committee
also discussed with management, the internal auditors and the independent
auditors the quality and adequacy of the Company's internal controls and the
internal audit function's organization, responsibilities, budget and staffing.
The Committee reviewed with both the independent and the internal auditors their
audit plans, audit scope, and identification of audit risks.
The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards in the United
States of America, including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees" and, with and without
management present, discussed and reviewed the results of the independent
auditors' examination of the financial statements. The Committee also discussed
the results of the internal audit examinations.
The Committee reviewed the audited financial statements of the Company as of and
for the year ended December 31, 2000, with management and the independent
auditors. Management has the responsibility for the preparation of the Company's
financial statements and the independent auditors have the responsibility for
the examination of those statements.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that the Company's
audited financial statements be included in its Annual Report on Form 10K for
the year ended December 31, 2000, for filing with the Securities and Exchange
Commission. The Committee also recommended the reappointment, subject to
shareholder approval, of the independent auditors and the Board concurred in
such recommendation.
Date: March 27, 2001
NAME OF COMMITTEE
CHAIR, Chair
Dean Meyer Feldberg
[LOGO]
NAMES OF COMMITTEE
MEMBERS
H. John Greeniaus
[LOGO]
5
ACCOUNTING FEES
The following table sets forth the aggregate fees billed to the Company for the
year ended December 31, 2000 by the Company's principal accounting firm,
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their
respective affiliates (collectively, "Deloitte"):
Audit Fees.................................................. $2,075,349
Financial Information Systems Design and Implementation
Fees...................................................... --
All Other Fees.............................................. $3,721,322(1)
------------------------
(1) Includes fees for tax consulting and other non-audit services. The audit
committee considered whether the provision of these services is compatible with
maintaining Deloitte's independence.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
TO OUR STOCKHOLDERS:
The Compensation Committee is responsible for administering executive
compensation programs that are designed to:
- Match the Company's compensation plans to its business strategies as well
as the external business environment;
- Emphasize the relationship between pay and performance by placing a
significant portion of compensation at risk and subject to the achievement
of financial goals and objectives;
- Maximize profitability through growth and cost efficiency, balancing
appropriately the short-term and long-term goals of the Company;
- Align the interests of executives with those of stockholders through the
use of equity-based incentive awards to link a significant portion of
compensation to stockholder value; and
- Target executive compensation at a level sufficient to insure PRIMEDIA's
ability to attract and retain superior executives.
The Committee believes that compensation for executive officers should be linked
to performance. To achieve correlation between executive compensation and
performance, the Company targets a significant portion of the compensation paid
to an executive officer, assuming performance targets are met, to be at-risk
incentive compensation directly related to the performance of the Company, its
business units and its Common Stock. This includes annual cash bonuses,
restricted stock awards, and stock option grants.
BASE SALARY. Base salary is based on a qualitative evaluation of a variety of
factors, including level of responsibility and individual performance. It is the
policy of the Committee to review base salary of its most senior executives no
more frequently than every 14 to 20 months. During 2000, Mr. McCurdy and
Ms. Chell, two of the named executives, received salary increases after 30 and
31 months, respectively.
ANNUAL INCENTIVES. Annual cash bonuses, principally contingent on meeting
revenue, earnings and cash flow performance targets, are provided to senior
executives and middle-managers. For 2000, over 1,000 senior executives and
middle managers participated in the Company's various executive incentive plans.
Effective for 1996, the Committee modified its Executive Incentive Compensation
Plan (the
6
"Executive Incentive Plan") to reduce the executive compensation that may be
subject to the deductibility limits of Section 162(m) of the Internal Revenue
Code of 1954 as amended (the "Code") for certain senior executives of PRIMEDIA
including those named in the Executive Compensation Table elsewhere in this
proxy statement.
LONG-TERM PERFORMANCE AWARDS. The Company's 1992 Stock Purchase and Option Plan
as amended (the "Stock Option Plan") provides that stock options, restricted
stock and performance awards may be granted to key executives who contribute to
the growth and profitability of the Company. During 2000, stock options were
granted under the Stock Option Plan and both restricted stock and options are
outstanding under the Plan. During 2000, Mr. Rogers exchanged his restricted
shares of Company Common Stock for restricted stock units and agreed to defer
receipt of his restricted stock until the occurrence of specified events, such
as termination of his employment.
The Committee periodically evaluates its stock option award guidelines. In 2000,
the Committee granted options to approximately 80 executives based on the desire
to strengthen their focus on long-term stock-based compensation. The executives
to whom options were granted in 2000 were determined based on individual
performance, future needs of the Company and role within the Company. The size
of actual stock option awards was based on a model by job and was adjusted
upward or downward based on a subjective evaluation of individual contribution
and potential.
COMPENSATION OF THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER. Mr. Rogers' compensation in 2000 was paid in accordance with the terms
of his employment agreement entered into when he joined the Company in 1999. For
calendar years starting in 2000, during the term of his employment, Mr. Rogers'
bonus is determined based on the Company reaching certain earnings and cash flow
targets and other performance measures. The terms of Mr. Rogers' employment
agreement are described under Certain Relationships and Related Transactions
elsewhere in this proxy statement.
POLICY WITH RESPECT TO QUALIFYING COMPENSATION FOR DEDUCTIBILITY AND OTHER
MATTERS. Section 162(m) of the Code generally limits to $1,000,000 the annual
tax deductible compensation paid to a covered officer. However, the limitation
does not apply to performance-based compensation, provided certain conditions
are satisfied.
The Company's policy is generally to preserve the federal income tax
deductibility of compensation paid. Accordingly, the Company has taken, to the
extent it believes feasible, appropriate actions to preserve the deductibility
of annual incentive, long-term performance, restricted stock and stock option
awards. However, notwithstanding the Company's general policy, the Committee
retains the authority to authorize payments that may not be deductible if it
believes that it is in the best interests of the Company and its stockholders.
As the Company is not currently a taxpayer for federal income tax purposes, the
loss of deductibility does not have a current effect on the Company.
COMPENSATION COMMITTEE
Henry R. Kravis, Chairman
Perry Golkin
Michael T. Tokarz
7
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN
FOR THE PERIOD FROM
NOVEMBER 1, 1995 THROUGH DECEMBER 31, 2000
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
DEC-95 DEC-96 DEC-97 DEC-98 DEC-99 DEC-00
Primedia Inc. $100 $89 $104 $98 $136 $98
S&P 500 $100 $123 $164 $211 $255 $232
Peer Group (7 Stocks) $100 $102 $122 $152 $168 $185
The above graph assumes a $100 investment on November 1, 1995, the date of
PRIMEDIA's initial public offering, and reinvestment of all dividends, in the
Company Common Stock, the S&P 500 Index and a composite peer group of education,
information and specialty media companies consisting of Harcourt General Inc.,
Houghton-Mifflin Co., John Wiley & Sons (Class A), Meredith Corp., McGraw-Hill
Companies, Reader's Digest Association Inc. (Class A), and Scholastic Corp.
DEC-95 DEC-96 DEC-97 DEC-98 DEC-99 DEC-00
-------- -------- -------- -------- -------- --------
Primedia Inc................. $100 $ 89 $104 $ 98 $136 $ 98
S&P 500...................... $100 $123 $164 $211 $255 $232
Peer Group (7 Stocks)........ $100 $102 $122 $152 $168 $185
8
EXECUTIVE COMPENSATION TABLE
The following table shows, for the fiscal years ending December 31, 1998, 1999
and 2000 the compensation paid by the Company to the Chief Executive Officer and
each of the other four most highly compensated executive officers of the Company
in 2000 in all capacities in which they served:
LONG-TERM COMPENSATION
---------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION -------------------------- ----------
NAME AND PRINCIPAL ---------------------- RESTRICTED LONG-TERM ALL OTHER
POSITION YEAR SALARY BONUS(1) STOCK OPTIONS STOCK PLAN(2) COMPENSATION(3)
----------------------------- -------- ---------- --------- ------------- ---------- ---------- ----------------
Thomas S. Rogers(5).......... 2000 $1,200,004 $800,000 -- -- -- $12,000
Chairman and Chief 1999 207,693 400,000 5,000,000 1,380,711 -- --
Executive Officer 1998 -- -- -- -- -- --
Charles G. McCurdy........... 2000 $ 679,803 $374,452 -- -- $117,600 $62,446
President 1999 624,988 404,702 125,000 -- 105,000 53,376
1998 624,988 469,180 -- -- 105,000 49,813
Beverly C. Chell............. 2000 $ 669,037 $368,522 -- -- $117,600 $60,675
Vice Chairman, General 1999 585,000 378,809 65,000 -- 98,280 50,092
Counsel and Secretary 1998 585,000 372,158 -- -- 98,280 46,792
David G. Ferm................ 2000 $ 557,306 $348,166 250,000 -- -- --
Executive Vice President 1999 -- -- -- -- -- --
and CEO--Business to 1998 -- -- -- -- -- --
Business Group
John P. Loughlin............. 2000 $ 519,614 $538,024 150,000 -- -- --
Executive Vice President 1999 -- -- -- -- -- --
and CEO--Consumer Magazine 1998 -- -- -- -- -- --
and Internet Group
------------------------------
(1) During the calendar year ended December 31, 1995, all executive officers
participated in the Company's executive incentive plan. Under this plan,
cash awards are contingent and are based on three factors: (i) an "Earnings
Performance Measure," payable if and to the extent that the earnings
performance goals set for the calendar year are met, (ii) a "Cash Flow
Measure" payable if and to the extent that cash flow goals set for the
calendar year are met and (iii) a "Discretionary Performance Measure," based
on the executive's individual performance during the calendar year in
question as evaluated by the committee overseeing the Executive Incentive
Plan. Commencing in 1995, the Company established the PRIMEDIA Senior
Executive Non-Discretionary Plan and the PRIMEDIA Senior Executive
Performance Plan, which substitutes for the Executive Incentive Plan for the
above named executive officers. The Executive Incentive Plan had two
components, the formula portion and the discretionary portion. In order to
comply with Section 162(m) of the Code, that Plan was split into two plans,
one based on a formula and the other discretionary, which in the aggregate
provide for the same formula and discretionary bonuses as the Executive
Incentive Plan did in the aggregate.
(2) Payments are contingent based on the attainment of cash flow targets
pursuant to the Long-Term Plan.
(3) Represents contributions made by the Company for the benefit of the
executives to the PRIMEDIA Thrift and Retirement Plan, a defined
contribution plan covering more than half of the Company's employees and the
PRIMEDIA Restoration Plan, a deferred unfunded program restoring to
employees the amount of the Company contribution to the PRIMEDIA Thrift and
Retirement Plan which the Company was not permitted to contribute because of
the limit on contributions to qualified plans under the Code. For the fiscal
year ended December 31, 2000, the Company made contributions on behalf of
Messrs. Rogers and McCurdy and Ms. Chell to the PRIMEDIA Thrift and
Retirement Plan in the amounts of $11,050, $11,050 and $11,050,
respectively, and credited their accounts in the PRIMEDIA Restoration Plan
in the amounts of $950, $51,396 and $49,625, respectively.
9
STOCK OPTION GRANTS IN LAST FISCAL YEAR (1)
INDIVIDUAL GRANTS
------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OF SECURITIES OPTIONS PRICE APPRECIATION FOR TEN-YEAR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (3)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ------------------------------------
NAME GRANTED (2) FISCAL YEAR SHARE DATE 0% 5% 10%
---- ------------- ------------- ---------- ---------- -------- ----------- -----------
Thomas S. Rogers......... -- -- -- -- $0 -- --
Charles G. McCurdy....... -- -- -- -- 0 -- --
Beverly C. Chell......... -- -- -- -- 0 -- --
David G. Ferm............ 250,000 24.85% 17.25 3/9/10 0 2,712,108 6,873,014
John P. Loughlin......... 150,000 14.91% 17.00 4/10/10 0 1,603,681 4,064,043
Increase in market value of PRIMEDIA common stock for all 5% (to 10% (to
stockholders at assumed annual rates of stock price $19.4449/share) $30.9628/share)
appreciation (as used in the table above) from $11.9375 per
share, over the ten-year period, based on approximately $1,249,987,030 $3,167,712,553
166.5 million shares outstanding on December 31, 2000.
------------------------------
(1) No Stock Appreciation Rights (SARs) were granted to the named executive
officers during 2000.
(2) Included in the total aggregate exercise price of the grants made to each of
Messrs. Ferm and Loughlin is approximately $100,000 of Incentive Stock
Options, which become exercisable along with the balance of their grants in
five equal installments commencing on the first anniversary date.
(3) Potential Realizable Value is based on the assumed annual growth rates for
each of the grants shown over their ten-year option term. Actual gains, if
any, on stock option exercises are dependent on the future performance of
the stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/
SHARES YEAR-END SARS AT FISCAL YEAR-END(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ---------- ------------ -------------- ------------ --------------
Thomas S. Rogers.......... -- -- 2,812,512 2,187,488 $ 0 $ 0
Charles G. McCurdy........ 35,500 $ 535,700 2,111,298 120,000 13,293,692 16,250
Beverly C. Chell.......... -- -- 1,720,484 62,000 11,225,671 8,125
David G. Ferm............. -- -- 0 250,000 0 0
John P. Loughlin.......... -- -- 0 150,000 0 0
------------------------------
(1) The Company's stock price on December 31, 2000 was $11.9375 per share.
LONG-TERM INCENTIVE PLAN AWARDS
The Long-Term Plan was cancelled effective May 2000 for any three year cycles
beginning after 2000. Mr. McCurdy and Ms. Chell, the only participants in the
Plan, were paid their accrued amounts under the Plan.
PRIMEDIA EMPLOYEE STOCK PURCHASE PLAN
Effective March 29, 2000, the Executive Committee of the Board of Directors and
a majority of the stockholders, by written consent, approved and adopted an
employee stock purchase plan designed to give employees a greater stake in the
Company through increased stock holdings. The following summary describes
features of the PRIMEDIA Employee Stock Purchase Plan (the "Plan").
10
The Plan became effective March 29, 2000 and 5,000,000 shares of Common Stock
($0.01 par value) were reserved for issuance under the Plan. The Plan has a
duration of six years, subject to earlier termination by the Board of Directors.
The Plan permits employees to purchase PRIMEDIA Common Stock through payroll
deductions during the period from March 30, 2000 through December 31, 2000 and
thereafter during consecutive six month periods beginning January 1, 2001 (each,
an "Offering Period").
Eligible employees on each offering date are able to purchase full shares
through payroll deductions of between 2% and 5% of salary, but in no event shall
the fair market value of the shares purchased under the Plan by an employee, as
measured as of the first day of each applicable Offering Period, exceed $25,000
in any calendar year. The price an employee pays will be the lesser of 90% of
the price on the first business day of each Offering Period or 90% of the price
on the last business day of the applicable pay period. Shares for the Plan may
be sourced from shares purchased in the open market, treasury shares or
authorized and unissued shares. Eligibility was extended to all regular and
certain other employees of the Company and of its subsidiaries, as defined in
the Plan. Messrs. Rogers and Loughlin participate in the Plan.
The Plan is administered by a committee composed of senior management. The Plan
may be amended by the Board of Directors but may not be amended, without prior
stockholder approval, to increase the number of shares or to reduce the purchase
price per share. The proceeds of the sale of stock and of administrative fees
received under the Plan constitute general funds of the Company and may be used
by it for any purpose. The Plan provides for proportionate adjustments to
reflect stock splits, stock dividends or other changes in the capital stock.
On December 29, 2000, the Company's Common Stock closed at $11.9375 on the New
York Stock Exchange, a price lower than March 29, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Kravis, Tokarz and Golkin, none
of whom has ever been an officer or employee of the Company. Messrs. Kravis,
Tokarz and Golkin are general partners of KKR Associates and members of KKR 1996
GP LLC, the general partners of the partnerships, which own as of March 31,
2001, approximately 60% of the outstanding Common Stock. As general partners of
KKR Associates and members of KKR 1996 GP LLC, Messrs. Kravis, Tokarz and Golkin
may be deemed to share beneficial ownership of the Common Stock beneficially
owned by KKR Associates; however, they disclaim such beneficial ownership. See
"Certain Relationships and Related Transactions" and "Security Ownership of
Certain Beneficial Owners and Management."
From time to time, KKR, which is an affiliate of KKR Associates, may receive
customary investment banking fees for services rendered to the Company in
connection with divestitures, acquisitions and certain other transactions. In
addition, KKR renders management, consulting, acquisition and financial services
to the Company for an annual fee of $1 million payable quarterly in arrears. The
Company believes that this fee is no less favorable than that which could be
obtained for comparable services from unaffiliated third parties. Partners of
KKR who also serve as directors of the Company do not receive additional
compensation for service in such capacity, other than customary director's fees.
11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1999, Mr. Rogers and the Company entered into a four year
employment agreement providing for annual salary of $1,200,000, an annual target
performance bonus of $800,000 and a potential annual discretionary bonus of up
to $1 million based on extraordinary performance. The agreement provides for the
grant of restricted stock and stock options as described in the Executive
Compensation Table above. Mr. Rogers also has the right to 3% of the equity of
any internet ventures formed by the Company in the form of stock options at the
option exercise price at which options are initially being granted and to
purchase an additional 2% of the equity of such internet ventures at a price per
share equal to the option exercise price.
On April 5, 2001 PRIMEDIA sold the capital stock of QWIZ, Inc. and QWIZ (UK)
Limited to QWIZ Acquisition Corporation (QWIZ Acquisition) in exchange for
$7 million in cash PLUS preferred stock of QWIZ Acquisition having a liquidation
value of $3 million. Mr. Tokarz, one of PRIMEDIA's directors, owns more than 10%
of QWIZ Acquisition.
In April 2001, Ms. Chell entered into an agreement with the Company pursuant to
which she became eligible for an additional annual discretionary bonus based on
performance of certain start-up business areas for the Company. In addition,
pursuant to the agreement, Ms. Chell is entitled to certain retirement benefits
and was granted options to purchase stock in certain internet ventures of the
Company.
In April 2001, Mr. McCurdy entered into an agreement with the Company pursuant
to which he became eligible for an additional annual discretionary bonus based
on extraordinary performance in certain areas. Under this agreement, Mr. McCurdy
was also granted options to purchase 1 million shares of Company common stock
with an option exercise price of $17.4375 per share. In addition, pursuant to
the agreement, Mr. McCurdy was granted options to purchase stock in certain
internet ventures of the Company.
On October 29, 2000, Mr. Kurnit entered into a four year employment agreement
with the Company, which became effective on the closing of the merger with
About.com, Inc. Pursuant to the terms of his employment agreement, as amended,
Mr. Kurnit became a member of the Company's board of directors, remained the
Chief Executive officer of About and became the Chief Internet Officer of the
Company. Mr. Kurnit received a sign-on bonus of $36,483 (which he paid over to
the Company upon the issuance of his restricted shares), an annual base salary
of $600,000 and will be eligible for an annual bonus based upon the achievement
of performance goals established by the chief executive officer of the Company.
Mr. Kurnit also was granted options to purchase 2,605,300 shares of the Company
Common Stock at an exercise price of $2.85 and 2,211,100 shares of restricted
Company Common Stock. The options and restricted shares vest at a rate of 25%
per year, subject to Mr. Kurnit's continued employment.
In March 2000, Mr. Ferm and the Company entered into a two year employment
agreement providing for annual salary of $700,000, an annual target performance
bonus of $420,000 and a sign on bonus of $150,000. The agreement provides for
the grant of stock options as described in the Executive Compensation Table
above. Mr. Ferm also has the right to stock options to purchase 750,000 common
shares of IndustryClick Corp., the Company's business-to-business Internet
subsidiary at the option exercise price of $.50 per share.
In March 2000, Mr. Loughlin and the Company entered into a three year employment
agreement providing for annual salary of $700,000, an annual target performance
bonus of $420,000 and a sign on bonus of $250,000. The agreement provides for
the grant of stock options as described in the Executive Compensation Table
above. Mr. Loughlin also has the right to .67% of three internet ventures in the
form of stock options at the option exercise price of $.50 per share.
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 31, 2001 by (i) each beneficial owner
of more that five percent of the Company's outstanding Common Stock, (ii) each
of the Company's directors and named executive officers, and (iii) all directors
and executive officers of the Company as a group.
NUMBER OF
SHARES BENEFICIALLY
NAME OWNED(1)(2) PERCENTAGE
---- ------------------- ----------
KKR Associates (3)
9 West 57th Street
New York, New York 10019................................. 106,886,265 50.2%
KKR 1996 GP LLC(4)(5)
9 West 57th Street
New York, New York 10019................................. 22,594,294 10.6
Thomas S. Rogers (2)....................................... 4,698,460 2.2
Scott P. Kurnit (2)........................................ 3,466,052 1.6
Charles G. McCurdy (2)(6).................................. 2,738,112 1.3
Beverly C. Chell(2)........................................ 2,125,357 1.0
Henry R. Kravis (3)(4)(5).................................. -- *
Meyer Feldberg............................................. 31,250 *
H. John Greeniaus.......................................... 65,497 *
Perry Golkin (3)(4)(5)..................................... 3,000 *
George R. Roberts (3)(4)(5)................................ -- *
Michael T. Tokarz (3)(4)(5)................................ 5,000 *
All directors and executive officers as a group
(17 persons)............................................. 13,482,386 6.1%
------------------------
* Less than one percent.
(1) For purposes of this table, a person or group is deemed to have "beneficial
ownership" of any shares as of a given date which such person has the right
to acquire within 60 days after such date. For purposes of computing the
percentage of outstanding shares held by each person or group of persons
named above on a given date, any security which such person or persons has
the right to acquire within 60 days after such date is deemed to be
outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage of ownership of any other person.
(2) Of the shares shown as owned, 3,125,010, 2,311,298, 417,974 and 1,720,484
shares, respectively, for Messrs. Rogers, McCurdy, Kurnit and Ms. Chell are
in fact represented by Options which were either exercisable on March 31,
2001 or become exercisable within 60 days thereafter.
(3) Shares of Common Stock shown as owned by KKR Associates are owned of record
by MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P.,
Publishing Associates, L.P., Channel One Associates, L.P., KKR 1996 Fund
L.P., and KKR Partners II, L.P., of which KKR Associates is the sole general
partner and as to which it possessed sole voting and investment power.
Messrs. Kravis, Roberts, Tokarz and Golkin (directors of PRIMEDIA) and Paul
E. Raether, Michael W. Michelson, James H. Greene, Edward A. Gilhuly, and
Scott M. Stuart, as the general partners of KKR Associates, may be deemed to
share beneficial ownership of the shares shown as beneficially owned by KKR
Associates. Such persons disclaim beneficial ownership of such shares.
(4) 16,666,667 Shares of Common Stock shown as owned by KKR 1996 GP LLC are
owned of record by KKR 1996 Fund L.P., of which KKR Associates 1996 L.P. is
the sole general partner. KKR 1996 GP LLC
13
is the sole general partner of KKR Associates 1996 L.P. and possesses sole
voting and investment power. Messrs. Kravis, Roberts, Tokarz and Golkin
(directors of PRIMEDIA) and Paul E. Raether, Michael W. Michaelson, James H.
Greene, Edward A. Gilhuly, Scott M. Stuart, Todd Fisher, Johannes Huth,
Alexander Navab and Neil Richardson are the members of KKR 1996 GP LLC.
Messrs. Kravis and Roberts constitute the management committee of KKR 1996
GP LLC. Each of such individuals disclaims beneficial ownership of such
shares.
(5) 5,927,627 shares of Common Stock shown as owned by KKR 1996 GP LLC are owned
of record by Abra LLC of which KKR 1996 Fund L.P. is its senior member and
has sole and exclusive power and authority to bind Abra LLC. KKR Associates
1996 L.P. is the sole general partner of KKR 1996 Fund L.P. and KKR 1996 GP
LLC is the sole general partner of KKR Associates 1996 L.P. and possesses
sole voting and investment power. Messrs. Kravis, Roberts, Tokarz and Golkin
(directors of PRIMEDIA) and Paul E. Raether, Michael W. Michaelson, James H.
Greene, Edward A. Gilhuly, Scott M. Stuart, Todd Fisher, Johannes Huth,
Alexander Navab and Neil Richardson are the members of KKR 1996 GP LLC.
Messrs. Kravis and Roberts constitute the management committee of KKR 1996
GP LLC. Each of such individuals disclaims beneficial ownership of such
shares.
(6) Includes 160,000 shares held in trust for his minor children.
14
CONSIDERATION OF APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK
On March 29, 2001, the board of directors unanimously approved an amendment to
the Company's certificate of incorporation to permit the Company to issue up to
an additional 50 million shares of common stock. The board directed that the
amendment be voted on by stockholders. The form of the proposed amendment is
attached to this proxy statement as Annex B.
The Company is currently permitted to issue up to an aggregate of 250 million
shares of common stock. As of March 20, 2001, 213,124,209 shares of common stock
were issued and outstanding.
In connection with the Company's merger with About.com, Inc. (closed
February 28, 2001), the Company issued approximately 44,950,855 shares of common
stock. The board believes the remaining authorized but unissued shares do not
provide the Company with an appropriate level of authorized common stock in the
event of unanticipated events. Therefore, the board would like to increase the
number of shares of common stock that the Company can issue for possible
acquisitions, financings and other corporate purposes.
The Company does not currently plan to issue any of the additional shares of
common stock and is subject to some restrictions on its ability to do so. New
York Stock Exchange Rules require stockholder approval of issuances of common
stock under certain circumstances including when the number of shares to be
issued equals or exceeds 20% of the voting power outstanding. The board can
issue shares from time to time in accordance with Securities and Exchange
Commission and New York Stock Exchange rules without obtaining the approval of
stockholders.
Newly authorized shares would have the same rights as the presently authorized
shares, including the right to cast one vote per share and to receive dividends
paid by the Company. Although the authorization would not, in itself, have any
effect on your rights as a stockholder, issuance of additional shares of common
stock for other than a stock split or dividend could, under certain
circumstances, have a dilutive effect on voting rights and earnings per share.
The increase in the Company's authorized share capital must be approved by the
affirmative vote a majority of all outstanding shares of common stock.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSED AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE TO 300 MILLION THE SHARES OF
COMMON STOCK AUTHORIZED FOR ISSUANCE.
SELECTION OF AUDITORS
The Audit Committee has recommended to the Board that Deloitte & Touche LLP,
which firm has been the independent accountants of the Company since the
Company's inception in 1992, (and its predecessors from 1989) be continued as
auditors for the Company. The stockholders are being asked to approve the
Board's decision to retain Deloitte & Touche LLP for the fiscal year ending
December 31, 2001. A representative of Deloitte & Touche LLP will be present at
the meeting. The representative will be given an opportunity to make a statement
if he or she desires to do so and will be available to answer questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF AUDITORS.
15
OTHER MATTERS
Management knows of no other business that will be presented to the meeting for
a vote, except that stockholder proposals not included in this proxy statement
may be presented. If other matters properly come before the meeting, the persons
named as proxies will vote on them in accordance with their best judgment.
The cost of this solicitation of proxies will be borne by the Company. In
addition to the use of the mails, some of the officers and regular employees of
the Company may solicit proxies by telephone and will request brokerage houses,
banks and other custodians, nominees and fiduciaries to forward soliciting
material to the beneficial owners of Common Stock held of record by such
persons. The Company will reimburse such persons for expenses incurred in
forwarding such soliciting material. It is contemplated that additional
solicitation of proxies will be made in the same manner under the engagement and
direction of Georgeson & Co., at an anticipated cost less than $5,000, plus
reimbursement of out-of-pocket expenses.
Under the federal securities laws, the Company's directors, officers and ten
percent stockholders are required to report to the Securities and Exchange
Commission and the New York Stock Exchange, by specific dates, transactions and
holdings in the Company's Common Stock. Based solely on its review of the copies
of such forms received by it or written representations from certain reporting
persons that no annual corrective filings were required for those persons, the
Company believes that during fiscal 1999 all these filing requirements were
satisfied.
The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, including certified financial statements and all other information
required to be included in an annual report to shareholders, has been furnished
to all persons who were shareholders of the Company on the record date for the
Annual Meeting of Stockholders.
Between November 24, 2000 and December 27, 2000 Mr. Greeniaus purchased an
aggregate of 6,500 shares of Company common stock in open market purchases at
prices ranging from $10.01 to $11.80. Mr. Greeniaus was late in filing his
statements disclosing these purchases with the SEC. The statements were received
by the SEC on January 12, 2001.
2002 ANNUAL MEETING
For a stockholder to bring matters before the 2002 Annual Meeting, notice must
be received by the Company within the time limits described below. The notice
must include a description of the proposed business, the reasons therefore and
other specified matters. For a matter to be included in the Company's proxy
statement and proxy for the 2002 Annual Meeting, notice must be received by the
Company on or before January 25, 2002. In each case, the notice must be given to
the Secretary of the Company, whose address is 745 Fifth Avenue, New York, New
York, 10151. Any stockholder desiring a copy of the Company's By-Laws will be
furnished one without charge upon written request to the Secretary.
Beverly C. Chell
VICE CHAIRMAN AND SECRETARY
April , 2001
16
ANNEX A
AUDIT COMMITTEE CHARTER
ROLE AND INDEPENDENCE
The audit committee of the board of directors assists the board in fulfilling
its responsibility for oversight of the quality and integrity of the accounting,
auditing and reporting practices of the corporation and such other duties as
directed by the board. The membership of the committee shall consist of at least
three directors who are generally knowledgeable in financial and auditing
matters, including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the board, would interfere with his or her individual exercise of
independent judgement. The committee is expected to maintain free and open
communication (including private executive sessions at least annually) with the
independent accountants, the internal auditors and the management of the
corporation. In discharging this oversight role, the committee is empowered to
investigate any matter brought to its attention, with full power to retain
outside counsel or other experts for this purpose. This charter shall be
reviewed and updated annually.
RESPONSIBILITIES
The audit committee's primary responsibilities include:
- Primary input into the recommendation to the board for the selection and
retention of the independent accountant that audits the financial
statements of the corporation. In the process, the committee will discuss
and consider the auditor's written affirmation that the auditor is in fact
independent, will discuss the nature and rigor of the audit process,
receive and review all reports and will provide to the independent
accountant full access to the committee (and the board) to report on any
and all appropriate matters.
- Provision of guidance and oversight to the internal audit function of the
corporation, including review of the organization, plans and results of
such activity.
- Review of financial statements (including quarterly reports) with
management and the independent auditor. It is anticipated that these
discussions will include quality of earnings review of reserves and
accruals, consideration of the suitability of accounting principles,
review of highly judgmental areas, audit adjustments whether or not
recorded and such other inquiries as may be appropriate.
- Discussion with management and the auditors of the quality and adequacy of
the Company's internal controls.
- Reporting on audit committee activities to the full board and issuance
annually of a summary report (including appropriate oversight conclusions)
suitable for submission to the shareholders.
A-1
ANNEX B
PROPOSED AMENDMENT TO PRIMEDIA'S RESTATED CERTIFICATE OF INCORPORATION
Article FOURTH is hereby deleted in its entirety and replaced with the
following:
FOURTH: The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 350 million shares, consisting of
300 million shares of Common Stock, par value $.01 per share, and 50 million
shares of Preferred Stock, par value $.01 per share.
B-1
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VOTE BY TELEPHONE AND INTERNET
24 HOURS A DAY, 7 DAYS A WEEK
TELEPHONE INTERNET MAIL
800-848-2091 http://proxy.shareholder.com/prm
Use any touch-tone telephone to vote Use the Internet to vote your proxy. Mark, sign and date your proxy card
your proxy. Have your proxy card In Have your proxy card in hand when and return it In the postage-paid
hand when you call. You will be you access the website. You will be envelope we have provided.
prompted to enter your control prompted to enter your control
number, located in the box below, and number, located in the box below, to
then follow the simple directions. create an electronic ballot.
----------------------------------------------------------
Your telephone or Internet vote authorizes the named If you have submitted your proxy by telephone or the
proxies to vote your shares in the same manner as if you Internet there is no need for you to mail back your proxy.
CALL TOLL-FREE TO VOTE o IT'S FAST AND CONVENIENT CONTROL NUMBER FOR
800-648-2091 TELEPHONE OR INTERNET VOTING
DETACH PROXY CARD HERE IF YOU ARE NOT
VOTING BY TELEPHONE OR INTERNET
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1. Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below for all nominees listed below.
Nominees: 01-Thomas S. Rogers, 02-Beverly C. Chell, 03-Meyer Feldberg, 04-Perry Golkin, 05-H. John Greenlaus,
06-Henry R. Kravis, 07-Scott P. Kurnit, 08-Charles G. McCurdy, 09-George R. Roberts, 10- Michael T. Tokarz
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that
nominee's name in the space provided below.)
*Exceptions
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2. To approve the amendment to the Restated Certificate of Incorporation to increase the number
of authorized shares of common stock from 250 million to 300 million.
FOR / / AGAINST / / ABSTAIN / /
3. To ratify and approve the selection by the Board of Directors of Deloitte & Touche LLP
as independent public accountants for the Company for the fiscal year
ending December 31, 2001.
FOR / / AGAINST / / ABSTAIN / /
In their discretion the Proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournment or postponement
thereof.
CHANGE OF ADDRESS AND
OR COMMENTS MARK HERE / /
The signature on this Proxy should correspond exactly with stockholder's
name as printed to the left. In the case of joint tenancies, co-executors, or
co-trustees, both should sign. Persons signing as Attorney, Executor,
Administrator, Trustee or Guardian should give their full title.
Dated: , 2001
___________________________________
Signature
___________________________________
Signature
(Please sign, date and return this proxy in VOTES MUST BE INDICATED
the enclosed postage prepaid envelope.) (X) IN BLACK OR BLUE INK. /X/
--------------------------------------------------------------------------------
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE
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PRIMEDIA INC.
745 FIFTH AVENUE
NEW YORK, NEW YORK 10151
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 2001
Dear Stockholder:
The Annual Meeting of Stockholders of PRIMEDIA Inc. will be held at 10:00 a.m.
on Thursday, May 17, 2001 at The Four Seasons Hotel, 57 East 57th Street, New
York, New York 10022, for the following purposes:
(1) To elect ten directors to the Board of Directors;
(2) To approve amending the Restated Certificate of Incorporation to increase
the number of authorized shares of common stock from 250 million to 300
million;
(3) To approve selection of independent public accountants for the fiscal
year ending December 31, 2001; and
(4) Transact such other business as may properly come before the meeting.
Only holders of Common Stock of PRIMEDIA Inc. of record at the close of business
on March 20, 2001 will be entitled to vote at the meeting or any adjournment
thereof.
TO BE SURE THAT YOUR VOTE IS COUNTED, WE URGE YOU TO COMPLETE AND SIGN
THE PROXY CARD ON THE REVERSE SIDE, DETACH IT FROM THIS LETTER AND RETURN IT IN
THE POSTAGE PAID ENVELOPE ENCLOSED IN THIS PACKAGE. The giving of such proxy
does not affect your right to vote in person if you attend the meeting. The
prompt return of your signed proxy will aid the Company in reducing the expense
of additional proxy solicitation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Beverly C. Chell
--------------------
BEVERLY C. CHELL
VICE CHAIRMAN AND SECRETARY
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PRIMEDIA Inc.
PROXY CARD
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This proxy is solicited on behalf of the Board of Directors of
PRIMEDIA Inc.
for the Annual Meeting on May 17, 2001
The undersigned appoints Maureen Sheehan and Christopher Fraser, and each
of them, with full power of substitution in each, the proxies of the
undersigned, to represent the undersigned and vote all shares of PRIMEDIA Inc.
Common Stock which the undersigned may be entitled to vote at the Annual Meeting
of Shareholders to be held on May 17, 2001, and at any adjournment or post-
ponement thereof, as indicated on the reverse side.
This proxy, when properly executed, will be voted in the manner directed
herein by the under- signed shareholder. If no direction is given, this proxy
will be voted FOR proposals 1, 2 and 3.
PRIMEDIA INC.
P.0. BOX 11283
NEW YORK, N.Y.10203-0283
(Continued, and to be signed and dated on reverse side )
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