PETERSEN COMPANIES INC 3
3 · PETERSEN COMPANIES INC · Filed Dec 16, 1998
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (2)
- [1]On December 15, 1998, EMAP plc ("Parent") and EMAP Acquisition Corp. (the "Purchaser") entered into a Stockholders' Agreement (the "Stockholder Agreement") with certain of the directors and executive officers of The Petersen Companies, Inc., a Delaware corporation (the "Company"), and certain other persons (collectively, the "Selling Stockholders") pursuant to which each Selling Stockholder has unconditionally agreed to tender into the Purchaser's tender offer (the "Offer") for all the outstanding Shares (as defined below) in accordance with an Agreement and Plan of Merger dated as of December 15, 1998, among Parent, the Purchaser and the Company (the "Merger Agreement"), and not to withdraw therefrom, all the shares of Class A Common Stock, par value $0.01 per share (the "Class A Shares"), and Class B Common Stock, par value $0.01 per share (the "Class B Shares" and, together with the Class A Shares, the "Shares"), of the Company that such Selling Stockholder owned on December 15, 1998 (comprising 18,406,656 Class A Shares and 7,886,290 Class B Shares for all the Selling Stockholders) as well as any Shares thereafter acquired by it, including upon the exercise of stock options. In addition, the Selling Stockholders have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase, all the Selling Stockholders' Shares (including those acquired after the execution of the Stockholder Agreement) at a price per share equal to $34.00 per share, subject to certain conditions. Under the Stockholder Agreement, each Selling Stockholder has granted to certain individuals designated by Parent an irrevocable proxy with respect to the Shares subject to the Stockholder Agreement to vote such Shares under certain circumstances.
- [2]Pursuant to the terms of the Merger Agreement, the Purchaser has the right to exchange each Class B share received in the Offer for a Class A Share. On December 15, 1998, there were 7,886,290 Class B Shares outstanding, all of which were owned by the Selling Stockholders.