SC 13G 1 a04-1766_1sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Primedia Inc
Ordinary Shares
74157K846
(CUSIP Number)
December 31, 2008
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
[X] Rule 13d-2(b)
CUSIP NO. 74157K846 13G Page 2 of 12 Pages
1. Names of Reporting Persons. (entities only):
M.A.M. INVESTMENTS LTD., a Jersey corporation; MARATHON ASSET MANAGEMENT
(SERVICES) LTD, a UK Corporation; MARATHON ASSET MANAGEMENT LLP,a limited
liability partnership incorporated under the laws of England and Wales,
WILLIAM JAMES ARAH,JEREMY JOHN HOSKING and NEIL MARK OSTRER, who disaffirm
the existence of any group and who are sometimes collectively referred to
as the "Reporting Persons."
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization:
United Kingdom / Jersey
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
75,000
6. Shared Voting Power
3,205,710
7. Sole Dispositive Power
75,000
8. Shared Dispositive Power
4,465,177
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,540,177
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9)
10.274%
12.Type of Reporting Person:
HC, CO, IA, IN
CUSIP NO. 74157K846 13G Page 3 of 12 Pages
1. Names of Reporting Persons:
Marathon Asset Management LLP
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
London
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
0
6. Shared Voting Power
3,205,710
7. Sole Dispositive Power
0
8. Shared Dispositive Power
4,465,177
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,465,177
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9)
10.105%
12. Type of Reporting Person
IA
CUSIP NO. 74157K846 13G Page 4 of 12 Pages
1. Names of Reporting Persons:
Marathon Asset Management (Services) Ltd
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
London
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
0
6. Shared Voting Power
3,205,710
7. Sole Dispositive Power
0
8. Shared Dispositive Power
4,465,177
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,465,177
4,465,177 shares are deemed to be beneficially owned by Marathon Asset
Management (Services), as a control person of the investment
advisor. Marathon Asset Management (Services) Ltd disclaims
any direct ownership of the shares reported in this schedule
13G.
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9)
10.105%
12. Type of Reporting Person
CO
CUSIP NO. 74157 K84613G Page 5 of 12 Pages
1. Names of Reporting Persons
M.A.M. INVESTMENTS LTD
2. Check the Appropriate Box if a Member of a Group
(a)[ ]
(b)[X]
3. SEC Use Only
4. Citizenship or Place of Organization
Jersey
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power
0
6. Shared Voting Power
3,205,710
7. Sole Dispositive Power
0
8. Shared Dispositive Power
4,465,177
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,465,177
4,465,177 shares are deemed to be beneficially owned by MAM
Investments Ltd, as a control person of the investment advisor.
MAM Investments Ltd disclaims any direct ownership of the shares
reported in this schedule 13G.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
11. Percent of Class Represented by Amount in Row (9)
10.105%
12. Type of Reporting Person
HC
CUSIP NO. 74157K846 13G Page 6 of 12 Pages
1. Names of Reporting Persons. (entities only):
William James Arah
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization:
United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
0
6. Shared Voting Power
3,208,710
7. Sole Dispositive Power
0
8. Shared Dispositive Power
4,465,177
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,465,177 shares are deemed to be beneficially owned by William James
Arah, as a control person of the investment advisor. William James Arah
disclaims any direct ownership of the shares reported in this
schedule 13G.
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9)
10.105%
12.Type of Reporting Person:
IN
CUSIP NO. 74157K846 13G Page 7 of 12 Pages
1. Names of Reporting Persons. (entities only):
Neil Mark Ostrer
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization:
United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
0
6. Shared Voting Power
3,205,710
7. Sole Dispositive Power
0
8. Shared Dispositive Power
4,465,177
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,465,177
4,465,177 shares are deemed to be beneficially owned by Neil Mark Ostrer,
as a control person of the investment advisor. Neil Mark Ostrer
disclaims any direct ownership of the shares reported in this
schedule 13G.
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9)
10.105%
12.Type of Reporting Person:
IN
CUSIP NO. 74157K846 13G Page 8 of 12 Pages
1. Names of Reporting Persons. (entities only):
Jeremy John Hosking
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization:
United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
75000
6. Shared Voting Power
3,205,710
7. Sole Dispositive Power
75000
8. Shared Dispositive Power
4,465,177
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,540,177
4,540,177 shares are deemed to be beneficially owned by Jeremy John
Hosking, as a control person of the investment advisor. Jeremy John Hosking
disclaims any direct ownership of the shares reported in this
schedule except for the shares referred to in points 5 and 7.
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9)
10.274%
12.Type of Reporting Person:
IN
CUSIP NO. 74157K846 13G Page 9 of 12 Pages
Item 1.
(a) Name of Issuer
Primedia Inc
(b) Address of Issuer's Principal Executive Offices
3585 Engineering Drive, Suite 100
Atlanta, Georgia 30092
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
M.A.M. Investments Ltd., a Jersey corporation ("M.A.M."), Marathon Asset
Management (Services) Ltd, a UK Corporation ("Marathon Ltd"), Marathon
Asset Management LLP ("Marathon LLP"), a limited liability partnership
incorporated under the laws of England and Wales all of whose principal
executive offices are located at Orion House, 5 Upper St. Martin's Lane,
London, WC2H 9EA, United Kingdom, William James Arah, Jeremy John
Hosking and Neil Mark Ostrer.
Although this statement is being made jointly by the Reporting Persons,
each of them expressly disaffirms membership in any group under Rule
13d-5 under the Securities Exchange Act of 1934, as amended (the
("Exchange Act"), or otherwise.
Marathon Limited, an owner of Marathon LLP, is a wholly owned
subsidiary of MAM and as such shares with MAM the voting and
dispositive power as to all of the shares beneficially owned by
Marathon Ltd. Messrs Arah, Hosking and Ostrer are directors and
indirect owners of Marathon Ltd and owners and Executive Committee
members of Marathon LLP.
This Schedule 13G is being filed by Marathon LLP, which is an investment
adviser registered under the Investment Advisers Act of 1940 and all of
the subject securities have been purchased by it in the ordinary course
of its' respective business as an investment advisor and not with the
purpose of effecting change or influencing the control of the issuer or
in connection with or as a participant in any transaction having such
purpose or effect, including any transaction subject to Rule 13d-3(b)
under the Exchange Act. One or more of its advisory clients is the
legal owner of the securities covered by this statement. Pursuant to
the investment advisory agreements with its clients, Marathon LLP has
the authority to direct the investments of its advisory clients, and
consequently to authorize the disposition of the Issuer's shares. None
of its clients has an interest relating to more than five percent of
the class to which this Schedule 13G applies.
(d) Title of Class of Securities
Ordinary Shares
(e) CUSIP Number
74157K846
CUSIP NO. 74157K846 13G Page 10 of 12 Pages
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J).*
* This statement is being filed jointly by the Reporting Persons, although each
of them expressly disaffirms membership in any group under Rule 13d-5 under
the Exchange Act.
Item 4.
Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
4,540,177 shares
(b) Percent of class:
10.274%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
75000
(ii) Shared power to vote or to direct the vote
3205710
(iii) Sole power to dispose or to direct the disposition of
75000
(iv) Shared power to dispose or to direct the disposition of
4,465,177
This Schedule 13G assumes the Company has issued and outstanding 44,189,000
shares.
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
The subject shares are all owned by clients of Marathon. No such person's
interest in the securities included in this report exceeds 5% of the class
outstanding.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable
CUSIP NO. 74157K846 13G Page 11 of 12 Pages
Item 8.
Identification and Classification of Members of the Group:
M.A.M. Investments Ltd., a Jersey corporation ("M.A.M."), Marathon Asset
Management (Services) Ltd, a UK Corporation ("Marathon Ltd"), Marathon
Asset Management LLP ("Marathon LLP"), a limited liability partnership
incorporated under the laws of England and Wales all of whose principal
executive offices are located at Orion House, 5 Upper St. Martin's Lane,
London, WC2H 9EA, United Kingdom, William James Arah, Jeremy John
Hosking and Neil Mark Ostrer.
Although this statement is being made jointly by the Reporting Persons,
each of them expressly disaffirms membership in any group under Rule 13d-5
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise. Marathon Limited and Marathon LLP are under common
ownership and control. Because Marathon Limited and Marathon LLP are
obligated to act in the best interests of their respective clients and in
accordance with the respective mandates of those clients, there is no
agreement between or among the Reporting Persons to act together with
respect to the issuer or its securities.
Item 9.
Notice of Dissolution of Group:
Not Applicable
Item 10.
Certification:
By signing below I certify that, to the best of that knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 12, 2009
MARATHON ASSET MANAGEMENT (SERVICES) LTD
By:
/s/ William Arah______
Name:
William Arah
Title:
Director
MARATHON ASSET MANAGEMENT LLP
By:
/s/ William Arah______
Name:
William Arah
Title:
Director
M.A.M. INVESTMENTS LTD.
By:
/s/ William Arah______
Name:
William Arah
Title:
Director
/s/ William Arah______
William Arah
/s/ Jeremy Hosking ____
Jeremy Hosking
/s/ Neil Ostrer _______
Neil Ostrer
CUSIP NO. 74157K846 13G Page 12 of 12 Pages
EXHIBIT A
PRIMEDIA INC
ORDINARY SHARES
74157K846
We hereby agree that the within Statement on Schedule 13G regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.
Dated: January 12, 2009
MARATHON ASSET MANAGEMENT (SERVICES) LTD
By:
/s/ William Arah______
Name:
William Arah
Title:
Director
MARATHON ASSET MANAGEMENT LLP
By:
/s/ William Arah______
Name:
William Arah
Title:
Director
M.A.M. INVESTMENTS LTD.
By:
/s/ William Arah______
Name:
William Arah
Title:
Director
/s/ William Arah______
William Arah
/s/ Jeremy Hosking ____
Jeremy Hosking
/s/ Neil Ostrer _______
Neil Ostrer