SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MARCH 1, 2001 (MARCH 1,
2001) Date of Report (Date of Earliest Event Reported)
PRIMEDIA INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11106 13-3647573
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
745 Fifth Avenue
New York, New York 10151
(Address of Principal Executive Office) (Zip Code)
(212) 745-0100
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein that are not historical facts
are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Actual results may differ materially from those included
in the forward-looking statements. Forward-looking statements are typically
identified by words or phrases such as "believe," "expect," "anticipate,"
"intend," "estimate," "may increase," "may fluctuate," and similar expressions
or future or conditional verbs such as "will," "should," "would," and "could."
These forward-looking statements involve risks and uncertainties including, but
not limited to, global economic conditions and the performance of PRIMEDIA's
businesses following the acquisition of About.com.
ITEM 5. OTHER EVENTS.
On February 28, 2001, PRIMEDIA Inc. and About.com, Inc. completed the
merger of a newly formed, wholly owned subsidiary of PRIMEDIA with and into
About.com, with About.com surviving as a wholly owned subsidiary of PRIMEDIA.
About.com common stockholders will receive 2.3409 shares of PRIMEDIA's common
stock for each share of About.com common stock that they own. The joint press
release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated by
reference in its entirety.
ITEM 7. EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Joint Press Release, dated February 28, 2001, issued by PRIMEDIA Inc. and
About.com, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRIMEDIA INC.
By: /s/ Beverly C. Chell
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Name: Beverly C. Chell
Title: Vice Chairman and Secretary
Date: March 1, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Joint Press Release, dated February 28, 2001, issued by
PRIMEDIA Inc. and About.com, Inc.