4//SEC Filing
PETERSEN COMPANIES INC 4
Accession 0000950157-99-000057
CIK 0001043412operating
Filed
Jan 26, 7:00 PM ET
Accepted
—
Size
15.5 KB
Accession
0000950157-99-000057
Insider Transaction Report
Form 4
No transactions or holdings reported in this filing.
Footnotes (4)
- [1]Other reporting person: EMAP Acquisition Corp. c/o EMAP plc 1 Lincoln Court Lincoln Road Peterborough PE1 2RF ENGLAND IRS Number: 51-0385904
- [2]On January 15, 1999, in connection with an offer to purchase made by EMAP plc ("Parent") and EMAP Acquisition Corp. (the "Purchaser") for all the outstanding shares of Class A Common Stock, par value $0.01 per share (the "Class A Shares"), and all the outstanding shares of Class B Common Stock, par value $0.01 per share (the "Class B Shares" and, together with the Class A Shares, the "Shares"), of The Petersen Companies, Inc. (the "Company"), at $34.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 16, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), Parent announced the expiration of the Offer and the Purchaser's acceptance for payment of the 26,797,504 Class A Shares and 7,886,290 Class B Shares validly tendered into the Offer and not withdrawn. On January 21, 1999, pursuant to an Agreement and Plan of Merger dated December 15, 1998, by and among Parent, the Purchaser and the Company (the "Merger Agreement"), the Purchaser merged with and into the Company, with the Company as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger"). Upon consummation of the Merger, each outstanding Share of the Company (other than Shares of former stockholders that properly exercise appraisal rights with respect to the Merger) was converted into the right to receive $34.00 in cash. The transfer agent for the Shares has been instructed by the Company to close the stock transfer books for the Shares, and trading of the Class A Shares on the New York Stock Exchange has been suspended. On January 22, 1999, the Company filed a Form 15 with the Securities and Exchange Commission pursuant to Rules 12g-4 and 12h-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to terminate the registration of the Class A Shares under the Exchange Act and to suspend the Company's duty to file reports thereunder.
- [3]Pursuant to the terms of the Merger Agreement, the Purchaser had the right to exchange each Class B Share received in the Offer for one Class A Share. 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----
- [4]of Regulatiob S-T. Page 2 of 3 Designated Filer: EMAP plc 1 Lincoln Court Lincoln Road Peterborough PE1 2RF ENGLAND Issuer Name and Ticker or Trading Symbol: The Petersen Companies, Inc. (PTN) Statement for Month/Year: 1/99
Documents
Issuer
PETERSEN COMPANIES INC
CIK 0001043412
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001043412
Filing Metadata
- Form type
- 4
- Filed
- Jan 26, 7:00 PM ET
- Size
- 15.5 KB