3//SEC Filing
PENTON MEDIA INC 3
Accession 0001181431-06-063385
CIK 0001062441operating
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 9:49 PM ET
Size
22.9 KB
Accession
0001181431-06-063385
Insider Transaction Report
Form 3
PENTON MEDIA INCPTON
Wasserstein Partners (Offshore), Ltd
10% Owner
Holdings
- (indirect: See Footnote)
None
Exercise: $0.00→ None (0 underlying) - 0(indirect: See Footnote)
None
Wasserstein Partners, LP
10% Owner
Holdings
- (indirect: See Footnote)
None
Exercise: $0.00→ None (0 underlying) - 0(indirect: See Footnote)
None
WASSERSTEIN INVESTMENTS, LLC
10% Owner
Holdings
- 0(indirect: See Footnote)
None
- (indirect: See Footnote)
None
Exercise: $0.00→ None (0 underlying)
Wasserstein Bruce
10% Owner
Holdings
- (indirect: See Footnote)
None
Exercise: $0.00→ None (0 underlying) - 0(indirect: See Footnote)
None
Prism Business Media Holdings, Inc.
10% Owner
Holdings
- 0(indirect: See Footnote)
None
- (indirect: See Footnote)
None
Exercise: $0.00→ None (0 underlying)
WASSERSTEIN & CO., LP
10% Owner
Holdings
- (indirect: See Footnote)
None
Exercise: $0.00→ None (0 underlying) - 0(indirect: See Footnote)
None
WASSERSTEIN HOLDINGS, LLC
10% Owner
Holdings
- 0(indirect: See Footnote)
None
- (indirect: See Footnote)
None
Exercise: $0.00→ None (0 underlying)
Footnotes (9)
- [F1]Prism Business Media Holdings, Inc., a Delaware corporation ("Prism") is a direct wholly-owned subsidiary of Prism Business Media Holdings, LLC, a Delaware limited liability company ("PBMLLC"). U.S. Equity Partners II, LP, U.S. Equity Partners II (Offshore), LP, U.S. Equity Partners II (U.S. Parallel), LP and USEP II Co-Investment Partners, LLC are controlling members of PBMLLC. Wasserstein Partners (Offshore), Ltd. is the general partner of U.S. Equity Partners II (Offshore), LP. Wasserstein Partners, LP is (i) the general partner of U.S. Equity Partners II, LP and U.S. Equity Partners II (U.S. Parallel), LP and (ii) the sole shareholder of Wasserstein Partners (Offshore), Ltd. Wasserstein Partners, LP and Wasserstein & Co., LP are managing members of USEP II Co-Investment Partners, LLC. (Continued in Footnote 2)
- [F2]Wasserstein Investments, LLC is the general partner of Wasserstein Partners, LP and Wasserstein & Co., LP. Wasserstein Holdings, LLC is the sole member of Wasserstein Investments, LLC. Mr. Wasserstein is a member of Wasserstein Holdings, LLC and may be deemed to control Wasserstein Holdings, LLC. (Continued in Footnote 3)
- [F3]On November 1, 2006, the Company entered into an Agreement and Plan of Merger (the "Prism Merger Agreement") with Prism and Prism Acquisition Co., a Delaware corporation and wholly-owned direct subsidiary of Prism ("Merger Sub"). Pursuant to the Prism Merger Agreement, (i) Merger Sub will merge with and into the Company (the "Prism Merger"), and (ii) the separate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation and will become a wholly-owned subsidiary of Prism. The Prism Merger Agreement provides for a sale of the Company for aggregate merger consideration of $194,200,000, to be allocated among the Company's stockholders in accordance with the terms of the Prism Merger Agreement.(Continued in Footnote 4)
- [F4]As a condition to the willingness of Prism and Merger Sub to enter into the Prism Merger Agreement, Prism and Merger Sub required each of ABRY Mezzanine Partners, L.P., ABACUS Fund Partners, LP, ABACUS Fund, Ltd., Sandler Capital Partners V Germany, L.P., Sandler Capital Partners V FTE, L.P., and Sandler Capital Partners V, L.P. (each individually, a "Series C Preferred Stockholder," and collectively, the "Series C Preferred Stockholders") to enter into a voting agreement (the "Voting Agreement").(Continued in Footnote 5)
- [F5]Pursuant to the Voting Agreement, the Series C Preferred Stockholders agreed to vote (or cause to be voted) all shares of the Company capital stock held by them and any shares of the Company capital stock that may be acquired after the date of the Voting Agreement in favor of the Prism Merger and the adoption of the Prism Merger Agreement and against any proposal made in opposition to, or in competition with, the consummation of the Prism Merger.(Continued in Footnote 6)
- [F6]As part of the Voting Agreement, the Series C Preferred Stockholders entered into an irrevocable proxy appointing Prism and certain of its officers or designees as the sole and exclusive attorneys and proxies of each Series C Preferred Stockholder to vote and exercise all voting and related rights with respect to all of the shares of the Company capital stock that now are or hereafter may be beneficially owned by the Series C Preferred Stockholders in a manner consistent with the preceding paragraphs.(Continued in Footnote 7)
- [F7]Pursuant to the Voting Agreement, the Series C Preferred Stockholders are prohibited from transferring any shares of the Company capital stock.(Continued in Footnote 8)
- [F8]The Voting Agreement, including the irrevocable proxies granted therein, will expire upon the earliest to occur of (i) the effective time of the Prism Merger, (ii) the date on which the Prism Merger Agreement is terminated pursuant to its terms, (iii) April 30, 2007 and (iv) written notice of termination of the Voting Agreement by Prism to the Series C Preferred Stockholders.(Continued in Footnote 9)
- [F9]The Series C Preferred Stockholders own the Series C Preferred Stock, and warrants (the "Warrants") to purchase shares of the Company's Common Stock. Assuming full conversion of the Series C Preferred Stock and Warrants, the Series C Preferred Stockholders may collectively be deemed to beneficially own a total of 11,333,707 shares of the Company's Common Stock. By virtue of the Voting Agreement, each of the Reporting Persons may be deemed to share dispositive power and voting power of the Common Stock held by the Series C Preferred Stockholders. Each of the Reporting Persons disclaims beneficial ownership in such securities.
Documents
Issuer
PENTON MEDIA INC
CIK 0001062441
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001062441
Filing Metadata
- Form type
- 3
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 9:49 PM ET
- Size
- 22.9 KB