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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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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 $0.01 PER SHARE,
ISSUED UNDER THE PENTON MEDIA, INC. 1998 EQUITY AND PERFORMANCE INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF MARCH 15, 2001)
(TITLE OF CLASS OF SECURITIES)
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709668107
(CUSIP NUMBER OF CLASS OF SECURITIES (UNDERLYING COMMON STOCK))
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PRESTON L. VICE
SECRETARY
PENTON MEDIA, INC.
THE PENTON MEDIA BUILDING
1300 E. 9TH ST.
CLEVELAND, OH 44114
TELEPHONE: (216) 696-7000
FACSIMILE: (216) 696-1752
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
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COPIES TO:
CHRISTOPHER M. KELLY, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
TELEPHONE: (216) 586-3939
FACSIMILE: (216) 579-0212
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$ 142,814 $13.14
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* 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.
[X] 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: $13.14 FILING PARTY: PENTON MEDIA, INC.
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FORM OR REGISTRATION NO. SC TO-I DATE FILED: JULY 26, 2002
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[_] 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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This Amendment No. 2 amends and supplements the Tender Offer Statement
of Penton Media, Inc. ("Penton") on Schedule TO, filed with the Securities and
Exchange Commission on July 26, 2002 (the "Tender Offer Statement"), relating to
the offer by Penton 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 fair market value 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 to the Tender Offer Statement as Exhibit (a)(1) (the
"Offer to Exchange") and the related Letter of Transmittal (including the Form
of Election) attached to the Tender Offer Statement 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").
ITEM 11. ADDITIONAL INFORMATION.
The description of the exercise price of the New Options throughout the Offer to
Exchange and Letter of Transmittal is hereby amended in its entirety to read as
follows:
"The exercise price of the New Options will be the closing price of a
share of our common stock on the New York Stock Exchange as of the
Grant Date, or, if there have been no sales of our common stock on the
New York Stock Exchange on the Grant Date, the average of the highest
bid and lowest asked prices on the New York Stock Exchange at the end
of such day, or, if our common stock is not so listed on the New York
Stock Exchange on the Grant Date, the average of the representative bid
and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York
time, or, if our common stock is not quoted on the NASDAQ System on
the Grant Date, the average of the highest bid and lowest asked prices
on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar organization.
If at any time our common stock is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market,
the exercise price shall be the fair value of our common stock on the
Grant Date as determined by the Compensation Committee of our Board of
Directors."
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 is true, complete and
correct.
Dated: August 13, 2002
PENTON MEDIA, INC.
By: /s/ PRESTON L. VICE
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Name: Preston L. Vice
Title: Secretary
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