**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

**Amendment No. 1**

 

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**QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

 

For the quarterly period ended: **June30, 2004**

 

**Commission file number: 1-11106**

 

**PRIMEDIA Inc.**

(Exact name of registrant as specified in its charter)

 
| **Delaware**                    | ** ** | **13-3647573**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer    |
| incorporation or organization)  |       | Identification No.) |
|                            |       |                |

 

**745 Fifth Avenue, New York, New York**

(Address of principal executive offices)

 

**10151**

(Zip Code)

 

Registrant’stelephone number, including area code    **(212) 745-0100**

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,and (2) has been subject to such filing requirements for the past 90 days.

Yes     ý          No  o

 

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act).

Yes     ý          No  o

 

Number of shares of commonstock, par value $.01 per share, of PRIMEDIA Inc. outstanding as of July 30,2004: 260,481,340.

 

 

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**PRIMEDIA Inc.**

 

**INDEX**

 
| **Part II. Other Information:** |       |
|---------------------------------|------------|
|                            |       |   |   |
|                            | Item  2.   | Unregistered  Sales of Equity Securities and Use of Proceeds | 2 |
|                            |       |   |   |
|                            | Item 6.    | Exhibits and Reports on Form 8-K | 3 |
|                            |       |   |   |
|                            | Signatures |   | 4 |

 

**EXPLANTORY NOTE**

 

We are filing this AmendmentNo. 1 to our quarterly report on Form 10-Q for the quarter ended June 30, 2004(this "Amendment No. 1"), originally filed with the SEC on August 9,2004 (the "Original Filing"), for the purpose of adding Item 2 ofPart II of Form 10-Q to the report. Accordingly, pursuant to Rule 12-b-15 under the Securities and ExchangeAct of 1934, as amended, this Form 10-Q/A contains the complete text of Item 2of Part II, as amended.

 

Except as expressly statedherein, this Amendment No. 1 does not update any of the disclosures containedin the Original Filing to reflect any events that occurred after the date ofthe Original Filing.  In addition, thisAmendment No. 1 does not amend or restate our previously reported financialstatements.

 

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**PART II****.  OTHERINFORMATION**

 

**Item 2. Unregistered Salesof Equity Securities and Use of Proceeds**

 

In June 2003, the Company issued to George Roberts, aformer director of the Company, 90,082 shares of the Company's unregisteredCommon Stock as compensation for his services as a director from March 1992 toMay 2004. Mr. Roberts was permitted to defer payment of his director's fees andreceive the fees in the form of Common Stock pursuant to the Directors'Deferred Compensation Plan.  Mr. Robertsdeferred the payment of an aggregate of $385,975 of directors' fees that hewould have otherwise received in cash at the time the services wereprovided.  The issuance of securities toMr. Roberts was made by the Company in reliance on the exemption fromregistration contained in Section 4(2) of the Securities Act of 1933, asamended, and the rules and regulations thereunder, as an offering not involvinga public offering.

 

2

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**Item 6****. EXHIBITS AND REPORTS ONFORM 8-K**

 

(a)           Exhibits

 
| 31.1   |   | Certification  by Kelly P. Conlin Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                         |
| 31.2   |   | Certification  by Matthew A. Flynn Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                 |
|   |   |                                                                                                                                         |
| 31.3   |   | Certification  by Robert J. Sforzo Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                 |
|   |   |                                                                                                                                         |
| 32.1   |   | Certification  by Kelly P. Conlin Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002  |
|   |   |                                                                                                                                         |
| 32.2   |   | Certification  by Matthew A. Flynn Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |
|   |   |                                                                                                                                         |
| 32.3   |   | Certification  by Robert J. Sforzo Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

(b)Reports on Form 8-K during the quarter ended June 30, 2004.

 

The Company furnished a Current Report onForm 8-K, dated April 29, 2004, (a) announcing under Item 12 thereof theissuance of a press release dated April 29, 2004 regarding its financialresults for the first quarter ended March 31, 2004, and (b) furnishing asexhibits under Item 7 thereof a copy of the press release.

 

The Company furnished a Current Report onForm 8-K, dated May 5, 2004, (a) announcing under Item 5 thereof the issuanceof a press release dated May 5, 2004 regarding the Company’s Senior FloatingRate Notes and (ii) furnishing as an exhibit under Item 7 thereof a copy of thepress release.

 

The Company furnished a Current Report onForm 8-K, dated May 10, 2004, (a) announcing under Item 5 thereof the issuanceof a press release dated May 10, 2004 regarding the Company’s Senior FloatingRate Notes and entering into a term loan credit facility and (ii) furnishing asan exhibit under Item 7 thereof a copy of the press release.

 

The Company furnished a Current Report onForm 8-K, dated May 14, 2004, (a) announcing under Item 5 thereof the issuanceof a press release dated May 14, 2004 regarding the Company’s Senior FloatingRate Notes and entering into a term loan credit facility and (ii) furnishing asan exhibit under Item 7 thereof a copy of the press release.

 

 

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SIGNATURES

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|   |             | PRIMEDIA  Inc.                                                       |                       |   |
|--------|------------------|----------------------------------------------------------------------|----------------------------|--------|
|   |             | (Registrant)                                                         |
|   |             |                                                                 |
|   |             |                                                                 |
| Date:  | November 8, 2004 |                                                                 |   /s/ Kelly P. Conlin |   |
|   |             | (Signature)                                                          |
|   |             | Chief Executive Officer and President  (Principal Executive Officer) |
|   |             |
|        |                  |                                                                      |                            |        |  |

 

 
| Date:  | November 8, 2004 |                                                                                         |   /s/ Matthew A. Flynn |   |
|--------|------------------|----------------------------------------------------------------------------------------------|-----------------------------|--------|
|   |             | (Signature)                                                                                  |
|   |             | Senior Vice President, Chief Financial Officer and  Treasurer  (Principal Financial Officer) |

 

 
| Date:  | November 8, 2004 |                                                                                            |   /s/ Robert J. Sforzo |   |
|--------|------------------|-------------------------------------------------------------------------------------------------|-----------------------------|--------|
|   |             | (Signature)                                                                                     |
|   |             | Senior Vice President, Chief Accounting Officer  and Controller  (Principal Accounting Officer) |

 

 

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