SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
PENTON MEDIA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO - PENTON]
The Penton Media Building
1300 East Ninth Street
Cleveland, Ohio 44114-1503
(216) 696-7000
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 31, 2002
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SUPPLEMENT TO PROXY STATEMENT
INTRODUCTION
This Supplement to the Proxy Statement, dated April 30, 2002, is being
furnished in connection with the solicitation of proxies by and on behalf of the
Board of Directors for use at the annual meeting of stockholders of Penton
Media, Inc. to be held on Friday, May 31, 2002, at 10:00 a.m., local time, at
the Penton Media Conference Center, 1300 East Ninth Street, Cleveland, Ohio, and
at any adjournment or postponement of the meeting. This Supplement and the
enclosed proxy card are first being mailed on or about May 10, 2002, to the
stockholders of record as of April 8, 2002.
This Supplement also serves as notice under Delaware law of the
addition of two proposals to the agenda of the 2002 annual meeting of
stockholders, as described below.
After printing and mailing the Proxy Statement for the 2002 annual
meeting of stockholders, we reached an agreement with our preferred stockholders
to eliminate the scheduled redemption date of the preferred stock to address the
adverse accounting treatment related to this feature of the preferred stock. In
order to amend the terms of the preferred stock, the affirmative vote of the
holders of a majority of our outstanding common and preferred stock, voting
together as a single class, is required. Consequently, the Board of Directors
has determined to add a proposal to the agenda for the 2002 annual meeting of
stockholders to obtain this approval.
If stockholders do not approve this amendment to the terms of the
preferred stock, we will eliminate the scheduled redemption date by exchanging
the outstanding preferred stock for a new series of preferred stock that will
not have a scheduled redemption date. This exchange would not require
stockholder approval. However, we would need stockholder approval of the
issuance of the common stock upon conversion of this new series of preferred
stock. Consequently, the Board of Directors has determined to add a proposal to
the agenda for the 2002 annual meeting of stockholders to obtain this approval
if stockholders do not approve the amendment to the terms of the preferred
stock.
If you have not yet returned the proxy card mailed to you with the
Proxy Statement, please disregard that proxy card. If you have already signed
and returned that proxy card, you must return the enclosed blue-striped proxy
card to vote on the proposals discussed in this Supplement. You may vote for
these proposals, as well as the proposals discussed in the Proxy Statement, by
signing, dating and returning the enclosed blue-striped proxy card, which must
be dated after the proxy card you have previously submitted. Only your last
dated proxy card for the annual meeting will count at the meeting. YOUR VOTE IS
IMPORTANT. PLEASE RETURN THE ENCLOSED BLUE-STRIPED PROXY CARD.
AMENDMENT TO PROXY STATEMENT
The Proxy Statement is amended to add the following discussion after
the discussion for Proposal 9:
PROPOSAL TO ADOPT AN AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS
RELATING TO PENTON'S SERIES B CONVERTIBLE PREFERRED STOCK TO
REMOVE SECTION 4C REGARDING THE SCHEDULED REDEMPTION DATE FOR THE
SERIES B PREFERRED STOCK AND TO MAKE CERTAIN UPDATING AND
CONFORMING CHANGES (PROPOSAL 10)
WHAT ARE WE ASKING YOU TO APPROVE?
You are being asked to adopt an amendment to the Certificate of
Designations relating to the preferred stock to remove the
scheduled redemption feature of the preferred stock and to make
related updating and conforming changes to the Certificate of
Designations. Section 4C of the Certificate of Designations
currently provides for the scheduled redemption of the preferred
stock on March 19, 2012. This proposal to remove this provision
would be accomplished by deleting Section 4C of the Certificate of
Designations and making related updating and conforming changes to
the Certificate of Designations.
WHY ARE WE SEEKING THIS AMENDMENT?
As discussed in the section entitled "Do the terms of the
preferred stock have any accounting implications?" in the General
Discussion of Proposals 3 Through 7 in the Proxy Statement, there
are certain adverse accounting implications in calculating our
earnings per share resulting from the scheduled redemption
feature.
First, the amount that must be paid to the preferred stockholders,
who, by definition, are paid ahead of the common stockholders,
must be accounted for periodically and reflected on our balance
sheet as reductions in common stockholders' equity, which will
adversely affect the calculation of earnings per share available
to common stockholders.
By its terms, if any preferred stock remains outstanding on the
maturity date of March 19, 2012, we will be required to redeem it
for at least its liquidation value plus accrued dividends. This
amount is referred to as the liquidation preference. At maturity,
that amount will be greater than the current liquidation
preference. For accounting purposes, we must assume that the
preferred stock will have the maximum liquidation preference at
maturity. Thus, if we do not receive stockholder approval of
Proposal 3 and either Proposal 4 or Proposal 5 by the sixth
anniversary of the issuance of the preferred stock, the
liquidation value of the preferred stock will increase from $1,000
to $9,140 per share. In addition, regardless of stockholder
approval, the dividend rate on the preferred stock will increase
from 7% to 15% per annum, and the preferred stock could accrue up
to approximately $383 million of dividends from the sixth
anniversary until maturity. Thus, at maturity, the 50,000 shares
of preferred stock could be redeemable for approximately $840
million. For each reporting period between the date of issuance of
the preferred stock and the earlier of the date that all of the
preferred stock is converted or the maturity date, we must
accrete, using the interest method, a portion of this $840 million
liquidation preference on our balance sheet as reductions in
common stockholders' equity. This accretion will negatively affect
the calculation of earnings per share available to common
stockholders.
In addition, the accounting rules require us to calculate earnings
per share in one of two alternative methods. If either of these
calculations results in a lower earnings per share calculation
than this accretion method, we would have to report in our
financial statements the accounting method that results in the
lowest earnings per share.
2
Second, certain features of the preferred stock must be accounted
for as embedded derivatives, which require mark to market
accounting, potentially resulting in significant swings in our net
income and earnings per share.
By eliminating the scheduled redemption feature, we can eliminate
these adverse accounting treatments. Even without the scheduled
redemption feature, however, any accrued dividends on the
preferred stock would still be reflected as a reduction in
earnings per share available to common stockholders.
WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF VOTING FOR PROPOSAL
10?
The advantage of approving this proposal is that it will eliminate
the adverse accounting effect on our earnings per share and common
stockholders' equity mentioned above. These adverse accounting
effects could also adversely affect our stock price.
In consideration for agreeing to this amendment to the terms of
the preferred stock, which eliminates one of the exit strategies
of the preferred stockholders, if this Proposal 10 is approved, we
have agreed to grant the holders of the preferred stock the right
to require Penton to seek a buyer for substantially all of our
assets or issued and outstanding capital stock upon the sixth
anniversary of the issuance of the preferred stock, which is March
19, 2008. This right, however, would not be effective if less than
3,500 shares of preferred stock (adjusted for stock splits and
similar transactions) remain outstanding.
If we have not received stockholder approval of Proposal 3 and
either Proposal 4 or Proposal 5 by the sixth anniversary, the
liquidation value of the preferred stock will increase from $1,000
to $9,140 per share. If no shares of preferred stock have been
converted or redeemed by then, the preferred stock will have an
aggregate liquidation value of $457 million. In addition, even
before the preferred stockholders are paid, our $332.5 million of
outstanding bonds must be paid. Thus, at the sixth anniversary, a
purchaser must be willing to pay more than $789.5 million for the
company before the common stockholders would be paid.
By contrast, if stockholders do not approve this amendment, and
the preferred stockholders must wait until the scheduled
redemption date to be paid, as discussed above, the maximum
liquidation preference (the liquidation value of the preferred
stock plus accrued dividends) would be approximately $840 million.
By this time, our $332.5 million of outstanding bonds would have
been paid off or refinanced. Thus, we would have to generate
approximately $1.17 billion of free cash flow by the scheduled
redemption date, or sell the company for more than $1.17 billion,
to pay off the bondholders and the preferred stockholders before
the common stockholders would be paid.
ARE THERE ANY ALTERNATIVES TO AMENDING THE TERMS OF THE PREFERRED
STOCK?
Yes. We could exchange the outstanding preferred stock for a new
series of preferred stock that would have all the same terms as
the current preferred stock except for the scheduled redemption
right. Pursuant to the authority granted to the Board of Directors
under our Amended and Restated Certificate of Incorporation, the
Board of Directors could create this new series of preferred stock
and effect this exchange without the approval of stockholders. The
accounting treatment for an exchange, however, would not be as
favorable as the accounting treatment for an amendment.
Consequently, the Board of Directors determined to seek this
amendment.
Because the accounting treatment for an exchange that eliminates
the scheduled redemption feature is more favorable than the
accounting treatment related to retaining the scheduled redemption
feature, if this Proposal 10 is not approved by stockholders at
the annual
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meeting, we currently intend to effect an exchange to remove
the scheduled redemption feature.
WHAT DOES THE BOARD OF DIRECTORS RECOMMEND WITH RESPECT TO
PROPOSAL 10?
THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION OF THIS AMENDMENT
TO THE CERTIFICATE OF DESIGNATIONS RELATING TO PENTON'S SERIES B
CONVERTIBLE PREFERRED STOCK TO REMOVE SECTION 4C REGARDING THE
SCHEDULED REDEMPTION DATE FOR THE PREFERRED STOCK AND MAKE CERTAIN
UPDATING AND CONFORMING CHANGES. THE BOARD BELIEVES THAT PROPOSAL
10 IS IN THE BEST INTERESTS OF PENTON AND ITS STOCKHOLDERS AND
RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF PROPOSAL 10.
WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL 10?
The affirmative vote of the holders of a majority of our
outstanding stock entitled to vote on this Proposal 10 is required
to approve this Proposal 10. The holders of both our outstanding
common stock and preferred stock, voting together as a single
class, are entitled to vote on this Proposal 10. Under applicable
Delaware law, in determining whether Proposal 10 has received the
requisite number of affirmative votes, abstentions and broker
non-votes will be counted and have the same effect as a vote
against the proposal.
In addition, under applicable Delaware law and the Certificate of
Designation relating to the preferred stock, the holders of the
preferred stock are entitled to vote separately as a class on
Proposal 10 because Proposal 10 adversely affects the terms of the
preferred stock. The terms of the preferred stock require an
affirmative vote by 75% of the outstanding shares of preferred
stock to approve this Proposal 10.
PROPOSAL TO APPROVE THE ISSUANCE OF COMMON STOCK UPON CONVERSION
OF A NEW SERIES OF PREFERRED STOCK TO BE EXCHANGED FOR THE
OUTSTANDING PREFERRED STOCK IF PROPOSAL 10 IS NOT APPROVED
(PROPOSAL 11)
WHAT ARE WE ASKING YOU TO APPROVE?
Similar to Proposal 3, we are asking you to approve the issuance
of our common stock upon conversion of the new series of preferred
stock that will be issued in exchange for the outstanding
preferred stock if Proposal 10 is not approved. Stockholder
approval of Proposal 11 is required to remove the 19.99%
limitation on this issuance of common stock imposed by the New
York Stock Exchange listing rules. In addition, stockholder
approval of Proposal 11 will remove the 19.99% limitation on the
voting rights of the holders of this new series of preferred
stock.
WHY ARE WE SEEKING THIS APPROVAL?
As discussed above in Proposal 10, there are certain adverse
accounting implications resulting from the scheduled redemption
feature of the outstanding preferred stock. By eliminating the
scheduled redemption feature, we can eliminate these adverse
accounting treatments. We can accomplish this result either by
amending the terms of the outstanding preferred stock to remove
this feature or we can exchange the outstanding preferred stock
for a new series of preferred stock that has all the same terms as
the outstanding preferred stock except for the scheduled
redemption feature. Amending the terms of the outstanding
preferred stock requires stockholder approval whereas exchanging
the existing preferred stock for new preferred stock does not
require stockholder approval. However, amending the terms of the
existing preferred stock has more favorable accounting treatment
than would an exchange. Consequently, the Board of Directors has
determined to seek stockholder approval for an amendment to the
terms of the preferred stock as contemplated by Proposal 10.
4
Because the accounting treatment for an exchange is more favorable
than retaining the scheduled redemption feature, the Board of
Directors has also approved the exchange if stockholders do not
approve the amendment. This new series of preferred stock,
however, would have the same limitations on conversion as the
existing preferred stock because of the New York Stock Exchange
listing requirements. See the discussion regarding Proposal 3 in
the Proxy Statement. Consequently, we need stockholder approval to
remove this limitation just as we do for the existing preferred
stock.
IS THE EFFECTIVENESS OF THIS PROPOSAL CONTINGENT UPON THE APPROVAL
OF ANOTHER PROPOSAL?
Yes. If you approve Proposals 3 and 10, we will disregard the
approval of this Proposal 11. If you do not approve either
Proposal 3 or 10, but approve this Proposal 11, we will proceed
with the exchange. If you do not approve any of Proposal 3, 10 or
11, we will proceed with the exchange. If you approve Proposal 3,
but do not approve either Proposal 10 or 11, the adverse
accounting treatments would continue, which could adversely affect
our stock price, unless we proceed with the exchange, which would
have the effect of nullifying your approval of Proposal 3 with
respect to the outstanding preferred stock.
WHAT ARE THE PRINCIPAL TERMS OF THE NEW SERIES OF PREFERRED STOCK?
The terms of the new series of preferred stock to be exchanged for
the existing preferred stock would be exactly identical to the
terms of the existing preferred stock except that it would not
have a scheduled redemption date. In consideration for eliminating
this scheduled redemption date, we would grant to the holders of
the new series of preferred stock the sales rights discussed in
Proposal 10. See "What are the advantages and disadvantages of
voting for Proposal 10" above.
WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF VOTING FOR
PROPOSAL 11?
As discussed in Proposal 3 in the Proxy Statement, the terms of
the preferred stock are more advantageous to us upon receiving
stockholder approval of this Proposal 11 (which is similar to
Proposal 3) and either Proposal 4 or Proposal 5 for the following
reasons:
- The dividend rate on the preferred stock will be fixed at 5%
per annum for the first six years rather than the higher
dividend rate of 7% per annum payable if stockholder approval
is not obtained. The lower dividend rate will result in less
cash being used to pay dividends and/or fewer shares of common
stock being issued upon conversion of the preferred stock,
which will result in less dilution to holders of common stock.
- The conversion price of the preferred stock will remain at the
higher price and will not be reduced as a result of the
failure to receive stockholder approval. A higher conversion
price will result in fewer shares of common stock being issued
upon conversion of the preferred stock, which will result in
less dilution to holders of common stock.
- If any preferred stock remains outstanding on March 19, 2008,
the liquidation value of the preferred stock will increase
only to $4,570 per share rather than $9,140 per share. A lower
liquidation value will result in fewer shares of common stock
being issued upon conversion of the preferred stock, which
will result in less dilution to the holders of common stock.
- We may require the holders of preferred stock to convert
their preferred stock into common stock provided that certain
conditions are met, including receiving stockholder approval
of Proposal 11 and either Proposal 4 or Proposal 5. See the
discussion entitled "Conversion" in Proposal 3 in the Proxy
Statement. This ability to force conversion gives
5
us the opportunity, should all of the conditions to forced
conversion be met, to reduce the number of shares of preferred
stock that would be outstanding on March 19, 2008. This
reduction will result in fewer shares of preferred stock
having an increased liquidation value as discussed in the
immediately preceding bullet point, which will result in less
dilution to the holders of common stock.
- You will receive more money upon a sale, change in control or
liquidation of the company. Upon the happening of any of these
events, the holders of the preferred stock are entitled to
elect between receiving the liquidation value of their
preferred stock plus accrued dividends or having their
preferred stock redeemed. A higher liquidation value and a
higher dividend rate will result in a larger payment being
made to the holders of the preferred stock should they elect
to receive the liquidation value plus accrued dividends. If
the holders of preferred stock elect to have their preferred
stock redeemed, they would be entitled to a payment equal to
the number of shares of common stock into which the preferred
stock is convertible times the applicable share minimum price.
See the discussion entitled "Redemption" in Proposal 3 in the
Proxy Statement. A higher liquidation value, a higher dividend
rate and a lower conversion price will result in the holders
of preferred stock being entitled to convert into a larger
number of shares of common stock, which would also result in a
higher payment being made to the holders of preferred stock
should they elect to have their preferred stock redeemed. In
each case, a higher payment being made to the preferred stock
holders would result in a lower payment being made to the
common stock holders in these events and vice versa.
If you approve Proposal 11, however, the current 6,378,874 limit
on (1) the number of shares issuable upon conversion of the
preferred stock and exercise of the warrants and (2) the number of
votes to which the holders of preferred are entitled will no
longer apply. Currently, the holders of preferred stock and
warrants would be entitled to receive approximately 8,170,302
shares of common stock upon conversion of the preferred stock and
exercise of the warrants without this cap. In addition, the
holders of preferred stock would currently be entitled to
6,570,302 votes without this cap.
In addition, voting for this Proposal 11 would have the same
advantages and disadvantages as voting for Proposal 10.
WHAT DOES THE BOARD OF DIRECTORS RECOMMEND WITH RESPECT TO
PROPOSAL 11?
THE BOARD OF DIRECTORS HAS APPROVED THE ISSUANCE OF THE COMMON
STOCK UPON CONVERSION OF THE NEW SERIES OF PREFERRED STOCK TO BE
ISSUED IN EXCHANGE FOR THE OUTSTANDING PREFERRED STOCK IF PROPOSAL
10 IS NOT APPROVED BY STOCKHOLDERS. THE BOARD BELIEVES THAT
PROPOSAL 11 IS IN THE BEST INTERESTS OF PENTON AND ITS
STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF
PROPOSAL 11.
WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL 11?
The affirmative vote by a majority of the votes cast on this
Proposal 11 is required to approve this Proposal 11. For this
purpose, the holders of at least a majority in interest of all our
outstanding common stock entitled to vote on this Proposal 11 must
vote on this Proposal 11. The holders of preferred stock are not
entitled to vote on this Proposal 11.
Under applicable Delaware law, in determining whether this
Proposal 11 has received the requisite number of affirmative
votes, abstentions will be counted in tabulating the votes cast
and, therefore, will have the same effect as a vote against this
Proposal 11. Broker non-votes will not be counted in tabulating
votes cast. Consequently, while broker non-votes do not have the
effect of a vote against this Proposal 11, they can negatively
affect the vote on this Proposal 11 if their failure to be counted
results in less than a majority of all our outstanding common
stock being voted on this Proposal 11.
6
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
SEE REVERSE SIDE
FOLD AND DETACH HERE
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PENTON MEDIA, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 31, 2002
FOR HOLDERS OF SERIES B CONVERTIBLE PREFERRED STOCK, PAR VALUE $.01
THOMAS L. KEMP, DANIEL J. RAMELLA and PRESTON L. VICE (each with full power
of substitution) are hereby authorized to vote all the shares of Preferred Stock
which the undersigned would be entitled to vote if personally present at the
annual meeting of stockholders of Penton Media, Inc. to be held on May 31, 2002,
and at any adjournment thereof, as follows on the reverse side and below. The
shares represented by this proxy will be voted as directed, but if no direction
is given, the shares will be voted FOR the election as directors of the named
nominees, FOR each of items 2 and 4-8, inclusive, and item 10, and AGAINST item
9.
WITHHOLD FOR ALL
FOR ALL ALL EXCEPT
1. Election of Directors -- [ ] [ ] [ ]
Nominees: 01-Daniel C. Budde, 02-Peni A. Garber, 03-Hannah
C. Stone, 04-R. Douglas Greene
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(Except nominee(s) written above)
FOR AGAINST ABSTAIN
2. Approve the appointment of independent accountants for
fiscal year 2002. [ ] [ ] [ ]
3. Approve the issuance of common stock upon conversion of
preferred stock and exercise of warrants. Not Applicable
4. Approve an amendment to Penton's Restated Certificate of
Incorporation to increase the number of authorized shares of
common stock to 155 million if Proposal 3 is approved. [ ] [ ] [ ]
5. Approve an amendment to Penton's Restated Certificate of
Incorporation to increase the number of authorized shares of
common stock to 435 million if Proposal 3 is not approved. [ ] [ ] [ ]
6. Approve an amendment to Penton's Restated Certificate of
Incorporation to remove the provision limiting the number of
directors to thirteen. [ ] [ ] [ ]
(Continued and to be signed on reverse side.)
FOLD AND DETACH HERE
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(Continued from other side)
FOR AGAINST ABSTAIN
7. Approve an amendment to Penton's Restated Certificate of
Incorporation to permit holders of preferred stock to (a)
call special meetings of the holders of preferred stock and
(b) act by unanimous written consent. [ ] [ ] [ ]
8. Approve a proposal to permit employees to surrender
outstanding stock options for new stock options. [ ] [ ] [ ]
9. Approve a proposal by GAMCO Investors, Inc. [ ] [ ] [ ]
10. Approve an amendment to the terms of Penton's outstanding
preferred stock to remove the scheduled redemption date. [ ] [ ] [ ]
11. Approve the issuance of common stock upon conversion of a
new series of preferred stock to be exchanged for the
outstanding preferred stock if Proposal 10 is not approved. Not Applicable
The undersigned acknowledges
receipt of the Notice of
Annual Meeting of Stockholders
and the Proxy Statement.
Dated , 2002
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Signature(s)
NOTE: Please sign exactly as
your name appears. Joint
owners should each sign
personally. Where
applicable, indicate
your official position
or representative
capacity.
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
SEE REVERSE SIDE
FOLD AND DETACH HERE
--------------------------------------------------------------------------------
PENTON MEDIA, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 31, 2002
FOR HOLDERS OF COMMON STOCK, PAR VALUE $.01
THOMAS L. KEMP, DANIEL J. RAMELLA and PRESTON L. VICE (each with full power
of substitution) are hereby authorized to vote all the shares of Common Stock
which the undersigned would be entitled to vote if personally present at the
annual meeting of stockholders of Penton Media, Inc. to be held on May 31, 2002,
and at any adjournment thereof, as follows on the reverse side and below. The
shares represented by this proxy will be voted as directed, but if no direction
is given, the shares will be voted FOR the election as director of the named
nominee, FOR each of items 2-8, inclusive, and items 10 and 11, and AGAINST item
9.
FOR WITHHOLD
1. Election of Director -- Nominee: R. Douglas Greene [ ] [ ]
FOR AGAINST ABSTAIN
2. Approve the appointment of independent accountants for
fiscal year 2002. [ ] [ ] [ ]
3. Approve the issuance of common stock upon conversion of
preferred stock and exercise of warrants. [ ] [ ] [ ]
4. Approve an amendment to Penton's Restated Certificate of
Incorporation to increase the number of authorized shares of
common stock to 155 million if Proposal 3 is approved. [ ] [ ] [ ]
5. Approve an amendment to Penton's Restated Certificate of
Incorporation to increase the number of authorized shares of
common stock to 435 million if Proposal 3 is not approved. [ ] [ ] [ ]
6. Approve an amendment to Penton's Restated Certificate of
Incorporation to remove the provision limiting the number of
directors to thirteen. [ ] [ ] [ ]
7. Approve an amendment to Penton's Restated Certificate of
Incorporation to permit holders of preferred stock to (a)
call special meetings of the holders of preferred stock and
(b) act by unanimous written consent. [ ] [ ] [ ]
8. Approve a proposal to permit employees to surrender
outstanding stock options for new stock options. [ ] [ ] [ ]
(Continued and to be signed on reverse side.)
FOLD AND DETACH HERE
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(Continued from other side)
FOR AGAINST ABSTAIN
9. Approve a proposal by GAMCO Investors, Inc. [ ] [ ] [ ]
10. Approve an amendment to the terms of Penton's outstanding
preferred stock to remove the scheduled redemption date. [ ] [ ] [ ]
11. Approve the issuance of common stock upon conversion of a
new series of preferred stock to be exchanged for the
outstanding preferred stock if Proposal 10 is not approved. [ ] [ ] [ ]
The undersigned acknowledges
receipt of the Notice of
Annual Meeting of Stockholders
and the Proxy Statement.
Dated , 2002
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Signature(s)
NOTE: Please sign exactly as
your name appears. Joint
owners should each sign
personally. Where
applicable, indicate
your official position
or representative
capacity.