SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT TO ofSECTIONS ~~Report~~13 ~~(Date~~OR ~~of earliest event reported~~15(d) OF ~~May 23, 2005~~THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 20, 2005

Advanstar, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-61386	94-3243499
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Park Avenue, New York, NY		10016
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 357-6600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.01 CompletionEntry ofinto Acquisitiona orMaterial DispositionDefinitive of AssetsAgreement..

On ~~May 23~~June 20, 2005, Advanstar, Communications Inc. (“AIAdvanstar”) entered ~~and~~into ~~its~~a ~~subsidiaries~~Fourth ~~Advanstar~~Amendment ~~Communications, Inc.~~ (the “~~ACI~~Fourth Amendment”), ~~Advanstar~~to ~~Expositions~~the ~~Canada~~Amended ~~Limited~~ and ~~Advanstar.com, Inc.~~ ~~completed~~Restated ~~the~~Credit ~~previously~~Agreement, ~~announced~~dated ~~sale~~as of ~~certain~~November 7, ~~business~~2000, ~~assets~~between ~~of their~~Advanstar ~~tradeshows~~Communications ~~and~~Inc ~~conferences,~~as ~~trade~~borrower ~~publications~~ and ~~direct~~various ~~marketing~~financial ~~products~~institutions, inCredit ~~the~~Suisse ~~following~~First ~~primary~~Boston ~~industry~~(as ~~sectors:~~successor ~~Information~~in ~~Technology~~interest ~~& Communications,~~to ~~Travel/Hospitality,~~DLJ ~~Beauty,~~Capital ~~Home Entertainment~~Funding, ~~Abilities and~~ Inc.), ~~Portfolio~~as ~~Group,~~Lead ~~including~~Arranger ~~the~~and ~~shares~~Syndication ~~of ACI’s Hong Kong subsidiary~~Agent, toBank ~~Questex Media~~of ~~Group~~America, ~~Inc~~N.A. (~~the~~as ~~“Buyer”),~~successor ~~a new company formed~~ by ~~Audax Private Equity~~ ~~Fund,~~merger ~~L.P.~~to ~~and~~Fleet ~~Kerry~~National ~~Gumas~~Bank), ~~formerly~~as ~~the~~Administrative ~~Vice~~Agent, ~~President~~ and ~~General~~Barclays ~~Manager~~Bank ofPLC, ~~Advanstar’s~~as ~~Information,~~Documentation ~~Technology and Communications Group~~Agent. ~~ACI’s~~The ~~share of its Brazilian subsidiary is~~Fourth ~~also~~Amendment ~~under~~provides ~~contract to be sold to the Buyer, pending final regulatory approval. The sales price~~ for ~~these assets and shares, which was determined in arm's length negotiations based on~~ the ~~estimated~~retention ~~fair market value~~ of the ~~assets,~~Revolving ~~was~~Loan ~~$185~~Commitment ~~million~~Amount ~~in cash, of~~at ~~which~~its current $760.80 million islevel ~~being~~after ~~held~~repayment inof ~~escrow~~the ~~for~~Term ~~distribution~~B toLoans ~~ACI~~from ~~upon~~ the ~~completion~~proceeds of ~~the~~a ~~sale~~recent ofasset ~~ACI’s Brazilian subsidiary~~sale, ~~plus~~allows for the ~~assumption~~repayment of ~~certain~~ ~~liabilities~~second bylien ~~the Buyer (including, without limitation, deferred revenue~~and ~~liabilities),~~junior ~~plus a post-closing distribution to ACI from its Brazilian subsidiary~~debt, ~~subject to regulatory approval,~~ and ~~less~~amends athe $7Fixed ~~million~~Charge ~~working capital~~Coverage ~~adjustment~~Ratio ~~payable to the Buyer by ACI~~provisions.

~~Item~~The 2foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed as Exhibit 10.051 ~~Costs~~to Advanstar’s ~~Associated~~Current ~~with~~Report ~~Exit~~on orForm 8-K ~~Disposal~~dated ~~Activities~~June 20, 2005 and incorporated by reference herein.

~~Related~~On June 16, 2005, Advanstar executed a First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture dated August 18, ~~sale~~2003 of(the “Indenture”) among Advanstar, the ~~business~~guarantors ~~assets~~party ~~discussed~~thereto ~~above~~and Wells Fargo Bank, ~~ACI~~N.A. ~~vacated~~(successor orby ~~plans~~merger to ~~vacate~~Wells Fargo Bank Minnesota, N.A.), as ~~portions~~trustee. The First Supplemental Indenture will become effective upon Advanstar’s acceptance for payment of ~~its~~the requisite ~~leased~~amount ~~office~~of ~~space~~Advanstar’s inSecond ~~New~~Priority ~~York,~~Senior ~~NY,~~Secured ~~Milford,~~Floating ~~CT,~~Rate Notes due 2008 (the “Floating Rate Notes”) tendered pursuant to Advanstar’s Offer to Purchase and ~~Santa~~Consent Solicitation for the Floating Rate Notes launched ~~Ana,~~on CAMay 31, ~~resulting~~2005 in(the a“Offer ~~second~~and ~~quarter~~Consent ~~charge~~Solicitation”). The toOffer ~~operating~~and ~~income~~Consent ofSolicitation is ~~approximately~~currently $1scheduled to expire at 5:00 p.3m., ~~million~~New York City time, on June 28, 2005. ~~The~~Upon ~~facility~~effectiveness, the ~~lease~~Supplemental ~~costs~~Indenture will ~~continue~~eliminate ~~through~~substantially ~~June~~all ~~2010~~of the restrictive and reporting covenants, ~~which~~certain isevents ~~when~~of ~~the~~default ~~last~~and ~~office~~certain other provisions of ~~lease~~the ~~terminates~~Indenture with respect to the Floating Rate Notes. Upon effectiveness, the Supplemental Indenture will also release the Floating Rate Notes’ security interest in the collateral under the Indenture.

~~ACI~~The ~~also~~foregoing ~~plans to~~description ~~reduce~~of ~~its~~the ~~workforce~~Supplemental byIndenture 68does ~~employees,~~not purport ~~which~~to ~~will~~be ~~result~~complete and is qualified in aits ~~charge~~entirety by reference to the ~~operating~~full ~~income~~text of ~~$0.5~~the ~~million~~Supplemental ~~for~~Indenture, ~~severance~~a ~~and~~copy ~~retention~~of ~~bonus~~which ~~related payments.~~is ~~These~~filed ~~employees~~as ~~are expected~~ Exhibit 10.2 to beAdvanstar’s ~~terminated~~Current byReport ~~the~~on ~~fourth~~Form 8-K ~~quarter of~~dated ~~2005~~June 20, 2005 and ~~with~~incorporated ~~severance~~by ~~related payments continuing into 2006~~reference herein.

~~Item 9.01 Financial Statements and Exhibits.~~2

BItem 9.01 Pro Forma Financial StatementStatements Informationand Exhibits

~~UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS~~C. Exhibits

On May 23, 2005, AI and its subsidiaries, ACI, Advanstar Expositions Canada Limited, and Advanstar.com, Inc. completed the sale to Questex Media Group, Inc. of the business assets and certain liabilities of its tradeshows and conferences, trade publications and direct marketing products in the following primary industry sectors: Information Technology & Communications, Travel/Hospitality, Beauty, Home Entertainment, Abilities and Portfolio, including the shares of ACI’s Hong Kong subsidiary (“the Sold Portfolio Group”). The shares of ACI’s Brazilian subsidiary are also under contract to be sold to Questex Media Group, Inc., pending final regulatory approval. Collectively the Sold Portfolio Group and Brazilian subsidiary are referred to as ‘‘the Portfolio Group.’’

Exhibit No.		Document

10.1		Fourth Amendment to Credit Agreement, dated as of June 17, 2005 (filed as an exhibit to the Advanstar Communications Inc. Form 8-K dated June 20, 2005 and incorporated by reference herein).
10.2		First Supplemental Indenture dated June 16, 2005 to Indenture dated August 18, 2003 among Advanstar Communications Inc., the guarantors party thereto and Wells Fargo Bank N.A. (successor by merger to Wells Fargo Bank Minnesota, N.A.) (filed as an exhibit to the Advanstar Communications Inc. Form 8-K dated June 20, 2005 and incorporated by reference herein).

The sale price for the Portfolio Group is $185 million in cash, of which $7.8 million is being held in escrow until the sale of ACI’s Brazilian subsidiary is completed, plus the assumption of certain liabilities by Questex Media Group, Inc. (including, without limitation, deferred revenue liabilities), less a $7 million working capital adjustment payable to Questex Media Group, Inc. by AI, and a post-closing distribution to ACI from its Brazilian subsidiary, subject to regulatory approval. SIGNATURES

~~The~~Pursuant ~~following unaudited pro forma financial statements give effect~~ to the ~~disposition~~ ofrequirements ~~the Portfolio Group in accordance with Article 11~~ of ~~Regulation S-X and is based upon available information and certain assumptions management considered reasonable under~~ the ~~circumstances. The unaudited pro~~Exchange ~~forma~~Act ~~condensed balance sheet assumes the divestiture~~ of ~~the Portfolio Group occurred on March 31~~1934, ~~2005. Such pro forma information is based on~~ the ~~consolidated historical~~registrant ~~balance~~has ~~sheet~~duly ~~data~~caused ofthis AIReport ~~and the Portfolio Group as of that date. The unaudited pro forma condensed statement of operations gives effect~~ to the divestiture of the Portfolio Group for the three months ended March 31, 2005 and 2004 as if the divestiture occurred on January 1, 2005, and 2004, respectively and the years ended December 31, 2004, 2003, and 2002 as if the divestiture occurred on January 1, 2004, 2003, and 2002, respectively. These unaudited condensed pro forma financial statements should be ~~read~~signed ~~in conjunction with 1) the historical consolidated financial statements and accompanying notes of AI, included in AI’s Quarterly Report~~ on ~~Form 10-Q, as of and for the three months ended March 31, 2005 and 2)~~its ~~the~~behalf ~~historical~~by ~~consolidated financial statements and accompanying notes of AI, included in AI’s Annual Report on Form 10-K, for~~ the ~~year~~undersigned ~~ended~~hereunto ~~December~~duly ~~31, 2004~~authorized.

These unaudited condensed pro forma financial statements are not necessarily indicative of the separate financial position or results of operations of the Portfolio Group or of AI. The Portfolio Group as it is presented in the accompanying unaudited condensed pro forma financial statements does not include certain allocated general and administrative expenses, such as salary and benefit related costs for finance, information technology, legal and risk management employees; risk management insurance costs, audit and tax services; and for occupancy and telecommunication costs for those locations currently shared with AI’s businesses, the infrastructure for which is being retained by AI. These costs are normal recurring costs, which will likely be incurred by the Buyer in operating the Portfolio Group.

	ADVANSTAR, INC.

Date: June 23, 2005	By:	/s/ David W. Montgomery
		Name:	David W. Montgomery
		Title:	Vice President - Finance,
		Chief Financial Officer and Secretary

AI’s pro forma financial information as it is presented in the accompanying unaudited condensed pro forma financial statements includes the costs not allocated to the Portfolio Group as discussed above and does not include the effects of certain anticipated cost saving measures to be taken by AI, including cost savings resulting from the planned workforce reductions and the sublease of the portions of our New York, NY, Milford, CT and Santa Ana, CA office space vacated by the Portfolio Group as discussed above.3

2EXHIBIT INDEX

ADVANSTAR, INC.

Exhibit No.		Document

10.1		Fourth Amendment to Credit Agreement, dated as of June 17, 2005 (filed as an exhibit to the Advanstar Communications Inc. Form 8-K dated June 20, 2005 and incorporated by reference herein).
10.2		First Supplemental Indenture dated June 16, 2005 to Indenture dated August 18, 2003 among Advanstar Communications Inc., the guarantors party thereto and Wells Fargo Bank N.A. (successor by merger to Wells Fargo Bank Minnesota, N.A.) (filed as an exhibit to the Advanstar Communications Inc. Form 8-K dated June 20, 2005 and incorporated by reference herein).

~~UNAUDITED PRO FORMA CONDENSED BALANCE SHEET~~4

AS OF MARCH 31, 2005

	Historical			Portfolio Group (1)			Pro Forma Adjustments			Advanstar Pro Forma
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	39,137		$	9,133		$	174,900	(2)	$	204,904
Accounts receivable, net	30,173			460			—			29,713
Prepaid expenses	9,653			3,879			—			5,774
Receivable from Questex Media Group, Inc.	—			(270		)	—			270
Other	3,520			14			—			3,506
Total current assets	82,483			13,216			174,900			244,167
Due from parent	282						—			282
Property, plant and equipment, net	24,273			1,120			—			23,153
Goodwill	707,080			119,103			—			587,977
Intangible and other assets, net	91,678			4,945			—			86,733
	$	905,796		$	138,384		$	174,900		$	942,312
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Current maturities of long-term debt	$	1,300		$	—		$	—		$	1,300
Accounts payable	17,355			715			—			16,640
Accrued compensation	5,518			512			—			5,006
Other accrued expenses	35,355			929			800		(3)	35,226
Deferred revenue	43,249			16,384			—			26,865
Total current liabilities	102,777			18,540			800			85,037
Long-term debt, net of current maturities	752,850			—			—			752,850
Deferred income taxes	21,250			(11,823		)	—			33,073
Other long-term liabilities	3,472			—			—			3,472
Minority interests	4,225			4,225			—			—
Commitments and contingencies
Stockholder’s equity:
Common stock	—			—			—			—
Capital in excess of par value	370,424			—			—			370,424
Accumulated deficit	(354,963		)	—			46,658		(4)	(308,305		)
Accumulated other comprehensive loss	5,761			—			—			5,761
Total stockholder’s equity
	21,222			—			46,658			67,880
	$	905,796		$	10,942		$	47,458		$	942,312

The accompanying notes are an integral part of this unaudited pro forma condensed balance sheet.

ADVANSTAR, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

AS OF MARCH 31, 2005

(1) Represents the assets sold and liabilities assumed of the Portfolio Group by Questex Media Group, Inc. as of March 31, 2005. These balances were previously included as a part of AI’s consolidated balance sheet and are presented to represent the Portfolio Group assets sold and applicable goodwill, liabilities assumed and impact on deferred income tax liability.

(2) Represents the sales price of $185 million less working capital adjustment of $7 million and estimated transaction costs of $3.1 million.

(3) Represents $0.8 million estimated current taxes payable as a result of the divestiture of the Portfolio Group.

(4) Represents the estimated gain on sale calculated as follows:

	Amount
	(in thousands)
Selling price	$	185,000
Working capital adjustment	(7,000		)
Assets sold to Questex Media Group, Inc.	(138,384		)
Liabilities assumed by Questex Media Group, Inc.	22,765
Estimated transaction costs	(3,100		)
Estimated gain on sale of the Portfolio Group	59,281
Estimated tax effect (See Note 3)	(12,623		)
Estimated gain on sale, net of taxes	$	46,658

The estimated gain excludes the post-closing distribution to ACI from its Brazilian subsidiary, which is subject to regulatory approval.

ADVANSTAR INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2005

	Historical			Portfolio Group (1)			Pro Forma Adjustments		Advanstar Pro Forma
	(in thousands)
Net revenue	$	114,006		$	23,433		$	—	$	90,573
Operating expenses:
Cost of production	21,209			4,983			—		16,226
Selling, editorial and circulation	43,939			13,674			—		30,265
General and administrative	14,353			951			—		13,402
Restructuring charge	—			—			—		—
Depreciation and amortization	11,620			1,557			—		10,063
Total operating expenses	91,121			21,165			—		69,956
Operating income (loss)	22,885			2,268			—		20,617
Other income (expense):
Interest expense, net	(23,193		)	91			—		(23,284		)
Other income (expense), net	(70		)	411			—		(481		)
Income (loss) before income taxes and minority interests	(378		)	2,770			—		(3,148		)
Provision (benefit) for income taxes	3,449			12,248			—		(8,799		)
Minority interests	(646		)	(646		)	—		—
Income (loss) from continuing operations	$	(4,473	)	$	(10,124	)	$	—	$	5,651

The accompanying notes are an integral part of this unaudited pro forma condensed statement of operations.

ADVANSTAR INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2004

				Portfolio			Pro Forma		Advanstar
	Historical			Group (1)			Adjustments		Pro Forma
	(in thousands)
Net revenue	$	120,349		$	31,285		$	—	$	89,064
Operating expenses:
Cost of production	23,089			5,927			—		17,162
Selling, editorial and circulation	43,468			14,921			—		28,547
General and administrative	11,699			922			—		10,777
Restructuring charge	—			—			—		—
Depreciation and amortization	11,532			1,241			—		10,291
Total operating expenses	89,788			23,011			—		66,777
Operating income (loss)	30,561			8,274			—		22,287
Other income (expense):
Interest expense, net	(23,048		)	109			—		(23,157		)
Other income (expense), net	1,324			495			—		829
Income (loss) before income taxes and minority interests	8,837			8,878			—		(41		)
Provision (benefit) for income taxes	3,165			17,342			—		(14,177		)
Minority interests	(550		)	(550		)	—		—
Income (loss) from continuing operations	$	5,122		$	(9,014	)	$	—	$	14,136

The accompanying notes are an integral part of this unaudited pro forma condensed statement of operations.

ADVANSTAR, INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2004

	Historical			Portfolio Group (1)			Pro Forma Adjustments		Advanstar Pro Forma
	(in thousands)
Net revenue	$	380,471		$	102,441		$	—	$	278,030
Operating expenses:
Cost of production	76,791			21,804			—		54,987
Selling, editorial and circulation	163,598			52,660			—		110,938
General and administrative	45,817			3,512			—		42,305
Restructuring charge	(4,015		)	—					(4,015		)
Depreciation and amortization	50,170			5,231			—		44,939
Total operating expenses	332,361			83,207			—		249,154
Operating income (loss)	48,110			19,234			—		28,876
Other income (expense):
Interest expense, net	(91,353		)	421			—		(91,774		)
Other income (expense), net	375			1,221			—		(846		)
Income (loss) before income taxes and minority interests	(42,868		)	20,876			—		(63,744		)
Provision (benefit) for income taxes	13,954			13,497			—		457
Minority interests	(562		)	(562		)	—		—
Income (loss) from continuing operations	$	(57,384	)	$	6,817		$	—	$	(64,201	)

The accompanying notes are an integral part of this unaudited pro forma condensed statement of operations.

ADVANSTAR, INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2003

	Historical			Portfolio Group (1)			Pro Forma Adjustments		Advanstar Pro Forma
	(in thousands)
Net revenue	$	308,962		$	105,305		$	—	$	203,657
Operating expenses:
Cost of production	62,895			21,506			—		41,389
Selling, editorial and circulation	128,783			50,432			—		78,351
General and administrative	35,310			2,978			—		32,332
Restructuring charge	2,692			—			—		2,692
Depreciation and amortization	57,721			8,747			—		48,974
Total operating expenses	287,401			83,663			—		203,738
Operating income (loss)	21,561			21,642			—		(81		)
Other income (expense):
Interest expense, net	(75,924		)	796			—		(76,720		)
Write-off of deferred financing costs	(11,324		)	—			—		(11,324		)
Other income (expense), net	140			415			—		(275		)
Income (loss) before income taxes and minority interests	(65,547		)	22,853			—		(88,400		)
Provision (benefit) for income taxes	4,283			18,505			—		(14,222		)
Minority interests	(403		)	(403		)	—		—
Income (loss) from continuing operations	$	(70,233	)	$	3,945		$	—	$	(74,178	)

The accompanying notes are an integral part of this unaudited pro forma condensed statement of operations.

ADVANSTAR, INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2002

	Historical			Portfolio Group (1)			Pro Forma Adjustments		Advanstar Pro Forma
	(in thousands)
Net revenue	$	291,836		$	120,486		$	—	$	171,350
Operating expenses:
Cost of production	57,638			24,062			—		33,576
Selling, editorial and circulation	119,587			59,536			—		60,051
General and administrative	35,276			2,359			—		32,917
Depreciation and amortization	70,871			12,415			—		58,456
Total operating expenses	283,372			98,372			—		185,000
Operating income (loss)	8,464			22,114			—		(13,650		)
Other income (expense):
Interest expense, net	(66,379		)	689			—		(67,068		)
Other income (expense), net	2,858			3,088			—		(230		)
Income (loss) before income taxes and minority interests	(55,057		)	25,891			—		(80,948		)
Provision (benefit) for income taxes	(4,064		)	1,098			—		(5,162		)
Minority interests	(176		)	(176		)	—		—
Income (loss) from continuing operations	$	(51,169	)	$	24,617		$	—	$	(75,786	)

The accompanying notes are an integral part of this unaudited pro forma condensed statement of operations.

ADVANSTAR, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED STATEMENT OF OPERATIONS

(1) Represents the statement of operations of the Portfolio Group being sold to the Questex Media Group, Inc. These balances were previously included as a part of AI’s consolidated statement of operations and is presented to represent results of operations of the Portfolio Group included in AI’s consolidated results for the years presented. These results of operations are not necessarily indicative of the results of operations that would have occurred if the Portfolio Group had been operated independent of AI.

C. Exhibits

Exhibit No.		Document
2.1		Asset and share purchase agreement dated April 2, 2005 between Advanstar, Inc. and its subsidiaries and Questex Media Group, Inc. (Filed as an exhibit to the Advanstar, Inc. Form 8-K dated April 2, 2005 and incorporated by reference herein).

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADVANSTAR, INC.
Date: May 27, 2005	By:	/s/ David W. Montgomery
		Name: David W. Montgomery
		Title: Vice President - Finance,
		Chief Financial Officer and Secretary

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