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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PENTON MEDIA, INC.
(NAME OF SUBJECT COMPANY -- ISSUER)
(NAME OF FILING PERSON -- OFFEROR)
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OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE,
ISSUED UNDER THE PENTON MEDIA, INC. 1998 EQUITY AND PERFORMANCE INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF MARCH 15, 2001)
(TITLE OF CLASS OF SECURITIES)
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709668107
(CUSIP NUMBER OF CLASS OF SECURITIES (UNDERLYING COMMON STOCK))
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PRESTON L. VICE
SECRETARY
PENTON MEDIA, INC.
THE PENTON MEDIA BUILDING
1300 E. 9TH ST.
CLEVELAND, OH 44114
TELEPHONE: (216) 696-7000
FACSIMILE: (216) 696-1752
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSON)
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COPIES TO:
CHRISTOPHER M. KELLY, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
TELEPHONE: (216) 586-3939
FACSIMILE: (216) 579-0212
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$142,814 $13.14
* Estimated for purposes of calculating the amount of the filing fee only. The
filing fee calculation assumes that all currently outstanding employee stock
options to purchase approximately 918,600 shares of Penton Media, Inc. common
stock eligible to participate in the offer as described herein are acquired. In
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act
of 1934, the fee is based on the product of (a) the value of such options
calculated based on the Black-Scholes option pricing model as the transaction
value ($142,814), multiplied by (b) $92.00 per million.
[_] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: __________ FILING PARTY: ___________
FORM OR REGISTRATION NO. __________ DATE FILED: ___________
[_] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
[_] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[_] Going-private transaction subject to Rule 13e-3.
[_] Amendment to Schedule 13D under Rule 13d-2.
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS
OF THE TENDER OFFER: [_]
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INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO relates to our offer to
exchange certain options to purchase shares of our common stock, par value $.01
per share, for new options to purchase shares of our common stock at a per share
exercise price equal to the closing price of a share of our common stock on the
New York Stock Exchange on the date of grant upon the terms and subject to the
conditions in the Offer to Exchange dated July 26, 2002 attached hereto as
Exhibit (a)(1) (the "Offer to Exchange") and the related Letter of Transmittal
(including the Form of Election) attached hereto as Exhibit (a)(2) (the "Letter
of Transmittal" and collectively with the Offer to Exchange, as the Offer to
Exchange and the Letter of Transmittal may be amended from time to time, the
"Offer").
The information in the Offer to Exchange and the Letter of
Transmittal is incorporated herein by reference in answer to all applicable
items in this Schedule TO, except as otherwise set forth below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Exchange under the heading "Summary
Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The issuer, Penton Media, Inc. ("Penton"), is a Delaware corporation with
its principal executive offices located at The Penton Media Building, 1300 E.
9th St., Cleveland, Ohio 44114, U.S.A. The telephone number of the executive
office is 1-216-696-7000.
(b) This Tender Offer Statement on Schedule TO relates to the exchange by
Eligible Employees of outstanding options to purchase Penton common stock, par
value $0.01 per share, issued under the Penton Media, Inc. 1998 Equity and
Performance Incentive Plan (As Amended and Restated Effective as of March 15,
2001) (the "Option Plan") with exercise prices greater than or equal to $16.225
per share (the "Eligible Options") for new options to purchase shares of common
stock to be issued under the Option Plan ("New Options"). New Options will be
granted to Eligible Employees upon the terms and subject to the conditions set
forth in the Offer to Exchange and the Letter of Transmittal to be filed by
amendment to this Schedule TO as exhibits. Options to purchase 918,600 shares of
Penton common stock are outstanding under the Option Plan on the date hereof.
There are 265 Eligible Options outstanding under the Option Plan on the date
hereof. The approximate maximum number of shares of Penton common stock which
may be acquired under New Options is 459,300 shares. The New Options will be
granted on or promptly after the first business day that is at least six months
and one day after the Eligible Options tendered pursuant to the Offer are
cancelled.
(c) Penton common stock is traded on the New York Stock Exchange. The
information set forth in the Offer to Exchange under the heading "The Offer: 8.
Price Range of Common Stock Underlying the Eligible Options" is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a) The information set forth under Item 2(a) above is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The terms of the Offer are set forth in the Offer to Exchange under the
headings "Summary Term Sheet," "The Offer: 1. Eligible Employees," "The Offer:
2. Number of Options; Expiration Date," "The Offer: 4. Procedures for
Participating in the Offer to Exchange," "The Offer: 5. Withdrawal Rights," "The
Offer: 6. Acceptance of Eligible Options for Exchange and Issuance of New
Options," "The Offer: 7. Conditions of the Offer," "The Offer: 9. Source and
Amount of Consideration; Terms of New Options," "The Offer: 12. Status of
Eligible Options Acquired by Us in the Offer; Accounting Consequences of the
Offer," "The Offer: 14. Material U.S. Federal Income Tax Consequences," "The
Offer: 15. Material Tax Consequences for Employees Who Are Tax
Residents in the United Kingdom," "The Offer: 16. Material Tax Consequences for
Employees Who Are Tax Residents in Hong Kong" and "The Offer: 17. Extension of
Offer; Termination; Amendment" which are incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under the heading "The
Offer: 1. Eligible Employees" is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the Offer to Exchange under the heading "The Offer:
11. Interests of Directors and Officers; Transactions and Arrangements
Concerning the Eligible Options and Our Common Stock" is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The purposes of the Offer are set forth in the Offer to Exchange under the
headings "Summary Term Sheet" and "The Offer: 3. Purpose of the Offer."
(b) The Eligible Options tendered and accepted under the Offer will be
cancelled. The information set forth in the Offer to Exchange under the headings
"The Offer: 6. Acceptance of Eligible Options for Exchange and Issuance of New
Options" and "The Offer: 9. Source and Amount of Consideration; Terms of New
Options" is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under the heading "The
Offer: 11. Interests of Directors and Officers; Transactions and Arrangements
Concerning the Eligible Options and Our Common Stock" is incorporated herein by
reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Exchange under the heading "The
Offer: 9. Source and Amount of Consideration; Terms of New Options" is
incorporated herein by reference.
(b), (d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in the Offer to Exchange under the heading "The Offer:
11. Interests of Directors and Officers; Transactions and Arrangements
Concerning the Eligible Options and Our Common Stock" is incorporated herein by
reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Offer to Exchange under the heading "The Offer:
18. Fees and Expenses" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The information set forth in the Offer to Exchange under the heading "The Offer:
10. Information Concerning Penton" and "The Offer: 19. Additional Information"
is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a), (b) Not applicable.
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ITEM 12. EXHIBITS.
(a)(1) Penton Media, Inc. Stock Option Exchange Program
Tender Offer Statement dated July 26, 2002.
(a)(2) Letter of Transmittal and Form of Election
(a)(3) Cover Letter
(b) Not applicable.
(d)(1) Penton Media, Inc. 1998 Equity and Performance
Incentive Plan (As Amended and Restated Effective
as of March 15, 2001), incorporated by reference
to Exhibit 10.5 to Penton's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001,
filed August 14, 2001 (File No. 1-14337).
(d)(2) Amended and Restated Series B Convertible
Preferred Stock and Warrant Purchase Agreement,
incorporated by reference to Exhibit 10.1 to
Penton's Form 8-K dated and filed with the SEC on
March 19, 2002 (File No. 1-14337).
(d)(3) Amendment No. 1 to the Amended and Restated Series
B Convertible Preferred Stock and Warrant Purchase
Agreement, incorporated by reference to Exhibit
10.3 to Penton's Amended Registration Statement on
Form S-3/A dated and filed with the SEC on June
25, 2002 (File No. 333-86174).
(d)(4) Amended Certificate of Designations, Preferences
and Rights of the Series B Convertible Preferred
Stock of Registrant, incorporated by reference to
Exhibit 3.1 to Penton's Amended Registration
Statement on Form S-3/A dated and filed with the
SEC on June 4, 2002 (File No. 333-86174).
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 26, 2002
PENTON MEDIA, INC.
By: /s/ Preston L. Vice
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Name: Preston L. Vice
Title: Secretary
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INDEX TO EXHIBITS
Exhibit Number Description
(a)(1) Penton Media, Inc. Stock Option Exchange Program Tender
Offer Statement dated July 26, 2002.
(a)(2) Letter of Transmittal and Form of Election
(a)(3) Cover Letter
(d)(1) Penton Media, Inc. 1998 Equity and Performance Incentive
Plan (As Amended and Restated Effective as of March
15, 2001), incorporated by reference to Exhibit 10.5 to
Penton's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, filed August 14, 2001 (File No. 1-14337).
(d)(2) Amended and Restated Series B Convertible
Preferred Stock and Warrant Purchase
Agreement, incorporated by reference to
Exhibit 10.1 to Penton's Form 8-K dated and
filed with the SEC on March 19, 2002 (File
No. 1-14337).
(d)(3) Amendment No. 1 to the Amended and Restated Series B
Convertible Preferred Stock and Warrant Purchase
Agreement, incorporated by reference to Exhibit 10.3 to
Penton's Amended Registration Statement on Form S-3/A
dated and filed with the SEC on June 25, 2002 (File No.
333-86174).
(d)(4) Amended Certificate of Designations,
Preferences and Rights of the Series B
Convertible Preferred Stock of Registrant,
incorporated by reference to Exhibit 3.1 to
Penton's Amended Registration Statement on
Form S-3/A dated and filed with the SEC on
June 4, 2002 (File No. 333-86174).
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