-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OpixpMfpK8tbFMWNvAZtU2+D1BAkFKd52RzF+VMgP/9/+q3A9BqDjsSPW2eF7lJd 5Zx4hj6KWUgXD7LnUk9a/Q== 0000893750-97-000054.txt : 19970222 0000893750-97-000054.hdr.sgml : 19970222 ACCESSION NUMBER: 0000893750-97-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K III COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000884382 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133647573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46489 FILM NUMBER: 97531104 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2127450100 MAIL ADDRESS: STREET 1: 745 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10151 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR PARTNERS II LP CENTRAL INDEX KEY: 0000918992 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO LP STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO L P STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 K-III Communications Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 48272710 (CUSIP NUMBER) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 48272710 13G Page 2 of 13 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MA Associates LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 33,814,640 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 33,814,640 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,814,640 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 26.21% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 48272710 13G Page 3 of 13 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FP Associates LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 15,200,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 15,200,000 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,200,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.78% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 48272710 13G Page 4 of 13 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Magazine Associates LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 34,524,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 34,524,000 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,524,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 26.76% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 48272710 13G Page 5 of 13 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Publishing Associates, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 9,375,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 9,375,000 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,375,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.27% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 48272710 13G Page 6 of 13 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Channel One Associates, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 12,500,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 12,500,000 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.69% 12 TYPE OF REPORTING PERSON* *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 48272710 13G Page 7 of 13 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 1,472,625 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 1,472,625 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,472,625 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.14% 12 TYPE OF REPORTING PERSON* *SEE INSTRUCTION BEFORE FILLING OUT! Item 1. (a) Name of Issuer K-III Communications Corporation (b) Address of Issuer's Principal Executive Offices 745 Fifth Avenue, New York, New York 10151. Item 2. (a) Names of Persons Filing MA Associates, L.P. FP Associates, L.P. Magazine Associates, L.P. Publishing Associates, L.P. Channel One Associates, L.P. KKR Partners II, L.P. (b) Address of Principal Business Office or, if none, Residence c/o Kohlberg Kravis Roberts & Co., L.P. 9 West 57th Street, New York, New York 10019. (c) Citizenship MA Associates, L.P. -- Delaware FP Associates, L.P. -- Delaware Magazine Associates, L.P. -- Delaware Publishing Associates, L.P. -- Delaware Channel One Associates, L.P. -- Delaware KKR Partners II, L.P. -- Delaware (d) Title of Class of Securities Common Stock, par value $.01 per share. (e) CUSIP Number 48272710 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) / / Broker or Dealer registered under Section 15 of the Act (b) / / Bank as defined in section 3(a)(6) of the Act (c) / / Insurance Company as defined in section 3(a)(19) of the Act (d) / / Investment Company registered under section 8 of the Investment Company Act (e) / / Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(ii)(F) (g) / / Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) / / Group, in accordance with Section 240.13d-1(b)(ii)(H) Not applicable. Item 4. Ownership If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned (b) Percent of Class (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition of (iv) shared power to dispose or to direct the disposition of Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). As of December 31, 1996, MA Associates, L.P. was the owner of 33,814,640 shares of the issuer's Common Stock, representing 26.21% of the outstanding shares of the issuer's Common Stock (based on the number of shares of the issuer's Common Stock outstanding as of December 31, 1996). MA Associates, L.P. has the sole power to dispose of or to direct the disposition of the shares of the issuer's Common Stock that it owns. As of December 31, 1996, FP Associates, L.P. was the owner of 15,200,000 shares of the issuer's Common Stock, representing 11.78% of the outstanding shares of the issuer's Common Stock (based on the number of shares of the issuer's Common Stock outstanding as of December 31, 1996). FP Associates, L.P. has the sole power to dispose of or to direct the disposition of the shares of the issuer's Common Stock that it owns. As of December 31, 1996, Magazine Associates, L.P. was the owner of 34,524,000 shares of the issuer's Common Stock, representing 26.76% of the outstanding shares of the issuer's Common Stock (based on the number of shares of the issuer's Common Stock outstanding as of December 31, 1996). Magazine Associates, L.P. has the sole power to dispose of or to direct the disposition of the shares of the issuer's Common Stock that it owns. As of December 31, 1996, Publishing Associates, L.P. was the owner of 9,375,000 shares of the issuer's Common Stock, representing 7.27% of the outstanding shares of the issuer's Common Stock (based on the number of shares of the issuer's Common Stock outstanding as of December 31, 1996). Publishing Associates, L.P. has the sole power to dispose of or to direct the disposition of the shares of the issuer's Common Stock that it owns. As of December 31, 1996, Channel One Associates, L.P. was the owner of 12,500,000 shares of the issuer's Common Stock, representing 9.69% of the outstanding shares of the issuer's Common Stock (based on the number of shares of the issuer's Common Stock outstanding as of December 31, 1996). Channel One Associates, L.P. has the sole power to dispose of or to direct the disposition of the shares of the issuer's Common Stock that it owns. As of December 31, 1996, KKR Partners II, L.P. was the owner of 1,472,625 shares of the issuer's Common Stock, representing 1.14% of the outstanding shares of the issuer's Common Stock (based on the number of shares of the issuer's Common Stock outstanding as of December 31, 1996). KKR Partners II, L.P. has the sole power to dispose of or to direct the disposition of the shares of the issuer's Common Stock that it owns. KKR Associates is the sole general partner of each of MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P., in which capacity it may be deemed to beneficially own any shares of the issuer's Common Stock deemed to be beneficially owned by MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P. Each of Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Perry Golkin, Clifton S. Robbins, Scott M. Stuart and Edward A. Gilhuly are general partners of KKR Associates, and each of Messrs. Kravis and Roberts are also members of the Executive Committee of KKR Associates. As a result, each of the general partners of KKR Associates may be deemed to beneficially own any shares of the issuer's Common Stock that KKR Associates may beneficially own or be deemed to beneficially own, but disclaim any such beneficial ownership. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person See Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P. (collectively, the "Limited Partnerships") are Delaware limited partnerships. The Limited Partnerships may be deemed to be a group in relation to their respective investments in K-III Communications Corporation. The Limited Partnerships do not affirm the existence of a group. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification Not applicable. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. MA ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact FP ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact MAGAZINE ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact PUBLISHING ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact CHANNEL ONE ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact KKR PARTNERS II, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact EXHIBIT Exhibit 1. Joint Filing Agreement and Power of Attorney among MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P., dated February 12, 1997, relating to the filing of a joint statement on Schedule 13G. Exhibit 1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. Each of us hereby constitutes and appoints each of James H. Greene, Jr., Clifton S. Robbins and Scott M. Stuart as our true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, to prepare, execute and file any such amendments, and any other documents that any such agent and attorney-in-fact may consider advisable in connection with the holdings described in this statement on Schedule 13G, on our behalf, and hereby ratifies any such action by such agent and attorney-in-fact. MA ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact FP ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact MAGAZINE ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact PUBLISHING ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact CHANNEL ONE ASSOCIATES, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact KKR PARTNERS II, L.P. By: KKR ASSOCIATES, its General Partner February 12, 1997 __________________________________________ Date /s/ Salvatore J. Badalamenti __________________________________________ Salvatore J. Badalamenti Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----