<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
AMERICAN 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
<PAGE> 2
AMERICAN MEDIA, INC.
600 SOUTH EAST COAST AVENUE
LANTANA, FLORIDA 33462
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 1996
You are cordially invited to attend The Annual Meeting of Stockholders of
American Media, Inc. (the "Company") which will be held at The Ritz-Carlton
Hotel, 100 South Ocean Boulevard, Manalapan, Florida on Tuesday, August 13,
1996 at 9:30 a.m., local time, for the following purposes:
1. To elect ten directors.
2. To ratify the selection of Arthur Andersen LLP as independent
certified public accountants of the Company for the fiscal year ending
March 31, 1997.
3. To transact such other business as may properly come before the
meeting.
These matters are described in detail in the attached Proxy Statement.
The record date for stockholders entitled to notice of, and to vote at, the
Annual Meeting or any postponements or adjournments thereof is the close of
business on the record date of June 17, 1996.
It is important that your shares be represented at the Annual Meeting
regardless of the size of your holdings. Whether or not you intend to be present
at the meeting in person, we urge you to please mark, date and sign the enclosed
Proxy card and return it in the envelope provided for that purpose, which does
not require postage. If you receive more than one Proxy card because you own
shares of more than one class of common stock or because you own shares
registered in different names or at different addresses, each Proxy card should
be completed and returned.
By Order of the Board of Directors
MAYNARD RABINOWITZ
Secretary
Lantana, Florida
June 25, 1996
YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
<PAGE> 3
AMERICAN MEDIA, INC.
------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 1996
------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of American Media, Inc. (the "Company") for
use at its Annual Meeting of Stockholders to be held at The Ritz-Carlton Hotel,
100 South Ocean Boulevard, Manalapan, Florida, at 9:30 a.m., local time, on
Tuesday, August 13, 1996, and at any postponement or adjournment thereof. This
Proxy Statement and the accompanying Proxy Card are first being sent to
stockholders on or about June 25, 1996. The Company's Annual Report on Form 10-K
for the fiscal year ended March 25, 1996 (the "Annual Report"), will be
delivered to the stockholders on or before the time of delivery of the other
proxy materials.
The Company's executive offices are located at 600 South East Coast Avenue,
Lantana, Florida 33462 (telephone 561-540-1000).
OUTSTANDING SHARES AND VOTING RIGHTS
The record date for stockholders entitled to notice of, and to vote at, the
Annual Meeting or any postponements or adjournments thereof is the close of
business on the record date of June 17, 1996 (the "Record Date"). The Company's
voting securities entitled to be voted at the Annual Meeting consist of two
classes of $.01 par value Common Stock -- Class A Common Stock (the "Class A
Stock") and Class C Common Stock (the "Class C Stock") (collectively, the
"Common Stock"). Holders of Class A Stock have one vote per share on all matters
and holders of Class C Stock have three votes per share on all matters. For all
matters to be considered at the Annual Meeting, the shares of Class A Stock and
Class C Stock will vote together and not as separate classes.
As of the Record Date, there were outstanding 21,074,303 shares of Class A
Stock and 20,702,005 shares of Class C Stock. A quorum (the presence in person
or by proxy of a majority of the number of votes to which holders of the issued
and outstanding shares of the Class A Stock and Class C Stock are entitled to
cast) is required for any vote taken at the Annual Meeting to be deemed valid.
When a quorum is present, the affirmative vote of the majority of the votes,
present in person or by proxy, to which holders of the shares of the Class A
Stock and Class C Stock are entitled to cast is required for the election of
each director and the ratification of the selection of independent certified
public accountants and the approval of any other matter which is submitted to a
vote of the stockholders at the Annual Meeting.
Abstentions from voting will be included for purposes of determining
whether a quorum is present and whether the requisite number of affirmative
votes are received on any matters submitted to the stockholders for vote, and
will have the same effect as a vote against all matters submitted to the
stockholders for a vote, except for election of directors. A vote withheld from
any director nominee has the same effect as a vote against that nominee. If a
broker indicates on the proxy that it does not have discretionary authority as
to certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote in respect to that matter.
<PAGE> 4
As of the Record Date, Boston Ventures Limited Partnership III and Boston
Ventures Limited Partnership IIIA (collectively "Boston Ventures") and Macfadden
Holdings L.P. ("Macfadden L.P.") collectively owned beneficially, Common Stock
representing approximately 75.9% of the combined voting power of the outstanding
Common Stock to be voted at the Annual Meeting for the election of directors,
based upon 4.8% of the voting power of the Class A Stock, and 100% of the voting
power of the Class C Stock. Since a majority of the affirmative votes and/or
shares of Class A Stock and Class C Stock voting together is required, Boston
Ventures and Macfadden L.P. voting together are able to elect the entire Board
of Directors of the Company and, in general, to determine the outcome of any
other matter submitted to the stockholders for approval, including the selection
of the Company's independent certified public accountants. See "Proposal
1 -- Election of Directors" for a description of the provisions of the
Stockholders Agreement relating to voting for nominees of Boston Ventures or
Macfadden L.P.
Proxies properly executed and returned in a timely manner will be voted at
the Annual Meeting and at any postponement or adjournment thereof in accordance
with the directions specified therein. If no directions are indicated, the
shares represented by the proxy will be voted FOR the election of all nominees
named herein as directors, FOR ratification of the selection of the independent
certified public accountants, and on other matters presented for a vote, in
accordance with the judgment of the persons acting under the proxies.
Each stockholder giving a proxy has the power to revoke it any time before
it is voted, either in person at the Annual Meeting, by written notice to the
Secretary of the Company or by delivery of a later-dated proxy.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of April 30, 1996, unless otherwise
noted, (1) the ownership of each class of the Company's voting securities by
holders known by the Company to be beneficial owners of more than 5% of the
outstanding shares of any class; and (2) the beneficial ownership of each class
of the Company's equity securities by the Company's (a) directors and nominees
(listed by name), (b) the Company's chief executive officer and its four other
most highly compensated executive officers for the fiscal year ended March 25,
1996, and (c) directors and executive officers as a group, without naming them.
<TABLE>
<CAPTION>
CLASS A CLASS C
---------------------------- ----------------------------
AMOUNT AND NATURE AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- - -------------------------------- ----------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
Boston Ventures Limited......... 1,011,313 4.8% 20,702,005 100%
Partnership III(1)
21 Custom House Street
Boston, Massachusetts 02109
Boston Ventures Limited......... 1,011,313 4.8% 20,702,005 100%
Partnership IIIA(1)
21 Custom House Street
Boston, Massachusetts 02109
Macfadden Holdings, L.P.(1)..... 1,011,313 4.8% 20,702,005 100%
476 Navesink River Road
Red Bank, New Jersey 07701
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
CLASS A CLASS C
---------------------------- ----------------------------
AMOUNT AND NATURE AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- - -------------------------------- ----------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
Anthony J. Bolland(2)........... 1,011,313 4.8% 20,702,005 100%
c/o Boston Ventures
Management, Inc.
21 Custom House Street
Boston, Massachusetts 02109
Roy F. Coppedge III(2).......... 1,011,313 4.8% 20,702,005 100%
c/o Boston Ventures
Management, Inc.
21 Custom House Street
Boston, Massachusetts 02109
Peter J. Callahan(3)............ 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 South East Coast Avenue
Lantana, Florida 33462
Michael J. Boylan(3)............ 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 South East Coast Avenue
Lantana, Florida 33462
Maynard Rabinowitz(3)........... 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 South East Coast Avenue
Lantana, Florida 33462
Ariel Capital Management,
Inc.(4)....................... 4,565,145 21.7% -- --
307 North Michigan Avenue
Suite 500
Chicago, Illinois 60601
Massachusetts Financial Services
Company (5)................... 2,701,411 11.4% -- --
500 Boylston Street
Boston, Massachusetts 02109
Salomon Brothers, Inc. (6)...... 1,928,240 8.4% -- --
Seven World Trade Center
New York, New York 10048
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
CLASS A CLASS C
---------------------------- ----------------------------
AMOUNT AND NATURE AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- - -------------------------------- ----------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
Yacktman Asset Management
Company (7)................... 1,667,900 7.9% -- --
303 W. Madison Street
Suite 1925
Chicago, IL 60606
I.G. Investment Management Ltd.
(8)........................... 1,185,600 5.6% -- --
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba R3C 3B6
Iain Calder..................... 467,131 2.2% -- --
Steven B. Dodge................. -- -- -- --
Gerald S. Hobbs................. -- -- -- --
Gerry M. Ritterman.............. -- -- -- --
Barry Baker..................... 1000 * -- --
Anthony S. Hoyt................. -- -- -- --
All directors and executive
officers as a group (21)
persons)...................... 2,258,107(9) 10.6% 20,702,005 100.0%
</TABLE>
- - ---------------
* Less than 1% of Class.
(1) Each of Boston Ventures Limited Partnership III, Boston Ventures Limited
Partnership IIIA and Macfadden L.P., as a result of a Registration Rights
and Voting Agreement among Macfadden L.P., Boston Ventures and the former
limited partners of GP Group Acquisition Limited Partnership, L.P.
("Acquisition Partnership") dated April 8, 1993 relating to termination of
Acquisition Partnership on June 30, 1993 ("Stockholders Agreement"), is
deemed to have shared voting power (but not shared investment power) with
respect to the shares of Class A Stock and Class C Stock owned of record by
them and are thus the beneficial owners of such shares. Boston Ventures
Limited Partnership III has sole or shared investment power with respect to
531,376 shares of Class A Stock and 9,786,806 shares of Class C Stock.
Boston Ventures Limited Partnership III disclaims beneficial ownership of
all shares of Class A Stock and Class C Stock other than those shares as to
which it has sole or shared investment power. Boston Ventures Limited
Partnership IIIA has sole or shared investment power with respect to
140,078 shares of Class A Stock and 2,579,602 shares of Class C Stock.
Boston Ventures Limited Partnership IIIA disclaims beneficial ownership of
all shares of Class A Stock and Class C Stock other than those shares as to
which it has sole or shared investment power. Macfadden L.P. has sole or
shared investment power with respect to 339,859 shares of Class A Stock and
8,335,597 shares of Class C Stock. Macfadden L.P. disclaims beneficial
ownership of all shares of Class A Stock and Class C Stock other than those
shares as to which it has sole or shared investment power. Boston Ventures
Limited Partnership III, Boston Ventures Limited Partnership IIIA and
Macfadden L.P. share investment power with the Company with respect to
8,913,022 shares of Class A Stock and Class C Stock in order to satisfy
Acquisition Partnership's obligations in connection with the Partnership
Warrants. See "Certain
4
<PAGE> 7
Relationships and Related Transactions." Boston Ventures Company Limited
Partnership III, as the sole general partner of each of Boston Ventures
Limited Partnership III and Boston Ventures Limited Partnership IIIA, is
deemed to be the beneficial owner of the shares of Class A Stock and Class
C Stock beneficially owned by such limited partnerships. Boston Ventures
Company Limited Partnership III disclaims beneficial ownership of all
shares of Class A Stock and Class C Stock as to which Macfadden L.P. has
sole or shared investment power. The partnership agreement governing Boston
Ventures requires Boston Ventures to terminate, and distribute its assets,
including any Company Common Stock then held, to its partners no later than
March 31, 2001.
(2) Each of these persons, as well as each of Ms. Martha H. W. Crowninshield and
Messrs. William F. Thompson, Richard C. Wallace and James M. Wilson in
their respective capacities as partners of Boston Ventures Company Limited
Partnership III, is deemed to be the beneficial owner of the shares of
Class A Stock and Class C Stock beneficially owned by Boston Ventures
Company Limited Partnership III. These persons disclaim beneficial
ownership of all shares of Class A Stock and Class C Stock as to which
Macfadden L.P. has sole or shared investment power. See footnote 1.
(3) Each of Messrs. Callahan, Boylan and Rabinowitz and Macfadden Publishing
Inc. ("Macfadden Publishing") in their respective capacities as general
partners of Macfadden L.P., is deemed to be the beneficial owner of the
shares of Class C Stock and Class A Stock beneficially owned by Macfadden
L.P. and to have shared voting and investment power with respect to such
shares. Mr. Callahan, as the sole stockholder of Macfadden Publishing, is
deemed to be the beneficial owner of the shares of Class C Stock and Class
A Stock beneficially owned by Macfadden Publishing. Each of these persons
and Macfadden Publishing disclaim beneficial ownership of all shares of
Class A Stock and Class C Stock other than those shares as to which
Macfadden L.P. has sole or shared investment power. See footnote 1.
(4) Shares are held in 34 client accounts, of which no single account owns more
than 5% of the outstanding Class A Stock. Ariel Capital Management, Inc.
("Ariel Capital"), in its capacity as investment advisor, has sole voting
power over 4,382,945 shares of Class A Stock and has sole investment
discretion over 4,565,145 shares of Class A Stock. Ariel Capital disclaims
beneficial ownership of all of these shares.
(5) Based upon information as of April 30, 1996, 2,701,411 shares of Class A
Stock which may be acquired through the exercise of warrants to purchase
the Class A Stock of Company are beneficially owned by Massachusetts
Financial Services Company ("MFS") and certain mutual funds and/or certain
other non-reporting entities in the MFS complex.
(6) Based upon information contained in a Schedule 13D dated March 8, 1996,
1,928,240 shares of Class A Stock which may be acquired through the
exercise of warrants to purchase the Class A Stock of Company were
beneficially owned by Salomon Brothers, Inc. ("SBI"). SBI also reports that
it held a short position in 81,600 shares of Class A Stock.
(7) Based upon information as of April 30, 1996 by Yacktman Asset Management
Company ("Yacktman"), 1,667,900 shares of Class A Stock are held by The
Yacktman Fund and 267,900 shares of Class A Stock are held in individual
client accounts managed by Yacktman. Yacktman has sole voting power over
1,572,000 of said shares.
(8) Based upon information as of May 2, 1996 by I.G. Investment Management, Ltd.
("Investment Management"), shares are held in two Canadian mutual funds,
Investors U.S. Growth Fund Ltd. (1,075,800 shares of Class A Stock), and
Investors Global Fund Ltd. (109,800 shares of Class A Stock), as to which
Investment Management, a Canadian investment advisory management company
serves as investment advisor. Investment Management has voting and
investment power over all 1,185,600 shares.
(9) Also includes 195,667 shares of Class A Stock subject to existing stock
options which are exercisable within 60 days of April 30, 1996.
5
<PAGE> 8
PROPOSAL 1 -- ELECTION OF DIRECTORS
NOMINEES
Ten directors are to be elected at the Annual Meeting. The persons named
below have been designated by the Board as nominees for election as directors,
to serve until the next Annual Meeting of Stockholders or until their successors
are duly elected and qualified. In the event any nominee becomes unavailable to
serve, the proxies will be voted for the election of the balance of those named
and a substitute nominee selected by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will be unable to serve.
The names of the nominees and information about them are set forth below.
ANTHONY J. BOLLAND, age 42, is a Vice President of the Company. Mr. Bolland
joined the Company's predecessor in 1989. Since 1983, Mr. Bolland has been a
partner of Boston Ventures Company Limited Partnership III and its predecessors,
the general partner of Boston Ventures, which together with its affiliates have
made 36 investments totaling $890 million (predominantly in the media and
communications industry) since 1983. Mr. Bolland has been a director of the
Company since its inception in 1990.
MICHAEL J. BOYLAN, age 49, is a Vice Chairman, Publishing Operations of the
Company. Mr. Boylan joined the Company's predecessor in 1989. Mr. Boylan is also
President of Macfadden Publishing, a magazine publishing holding company which
he joined in 1980 and which is a general partner of Macfadden L.P. Affiliates of
Macfadden Publishing publish 45 magazines. Mr. Boylan has been a director of the
Company since its inception in 1990.
IAIN CALDER, age 57, is Executive Vice President,and has been employed by
the Company, its subsidiaries and predecessors in various executive and
editorial positions for over 30 years. Mr. Calder has been a director of the
Company since its inception in 1990.
PETER J. CALLAHAN, age 54, is Chairman, President and Chief Executive
Officer of the Company. Mr. Callahan joined Company's predecessor in 1989. Mr.
Callahan is also Owner-Chairman of Macfadden Publishing which he founded in 1975
and which is a general partner of Macfadden L.P. In addition, Mr. Callahan is a
general partner of Macfadden L.P. Mr. Callahan has been a director of the
Company since its inception in 1990.
ROY F. COPPEDGE III, age 48, is a Vice President of the Company. Mr.
Coppedge joined the Company's predecessor in 1989. Since 1983, Mr. Coppedge has
been a partner of Boston Ventures Company Limited Partnership III and its
predecessors, the general partner of Boston Ventures. Mr. Coppedge has been a
director of the Company since its inception in 1990. Mr. Coppedge is also a
director of Continental Cablevision, Inc.
STEVEN B. DODGE, age 50, has been the Chairman and Chief Executive Officer
of American Radio Systems Corp. (or predecessor companies), a radio broadcasting
company which owns 37 radio stations in 14 markets, since 1988. Mr. Dodge has
been a director of the Company since 1992.
GERALD S. HOBBS, age 54, is currently Chairman and Chief Executive Officer
(since December, 1984) of BPI Communications, Inc. ("BPI"), a diversified
publishing and communications company. He is also the Chief Executive Officer of
VNU-USA, Inc. whose businesses include BPI, VNU Marketing Information Services,
Inc.,and Bill Communications, Inc. BPI publishes 20 magazines and 33 annual
directories. Mr. Hobbs is a Director of the American Business Press and BPA
International. Until February, 1994, Boston
6
<PAGE> 9
Ventures owned approximately two-thirds of the equity interest in a partnership
which owned the assets comprising the business of BPI. In February, 1994, BPI
was sold to VNU, a leading European media company. Mr. Hobbs has been a director
of the Company since 1991.
MAYNARD RABINOWITZ, age 54, is a Vice Chairman, Finance, Administration and
Legal Affairs and Secretary of the Company. Mr. Rabinowitz joined the Company's
predecessor in 1989. Mr. Rabinowitz is a general partner of Macfadden L.P. Mr.
Rabinowitz has been a director of the Company since its inception in 1990.
GERRY M. RITTERMAN, age 46, has been President of Ritterman Capital
Incorporated since 1989 and since 1994, President of CLF Management Inc. and
Chairman of Seybert Nicholas Printing Group, Cousins Printing L.P. and Chelsea
Graphics Inc. Ritterman Capital Incorporated is a private investment company
which invests primarily in publishing and printing companies. In 1994 Mr.
Ritterman sold Music America Publishing, Inc., a publisher of directories and
consumer titles in the music field, which he had owned since 1992. Mr. Ritterman
has also served as a consultant to several publishers. Mr. Ritterman has been a
director of the Company since 1993.
BARRY BAKER, age 43, has been Chief Executive Officer of River City
Broadcasting, L.P. ("River City"), one of the nation's largest privately owned
TV/Radio enterprises which owns and operates 10 television stations and 24 radio
stations, since 1988. Mr. Baker is the President of Better Communications, Inc.,
which is the General Partner of River City. Mr. Baker also serves on the ABC
Board of Governors and the FOX Broadcasting Board of Governors. He is the
current Chairman of the Television Bureau of Advertising. Mr. Baker has been a
director of the Company since November, 1995.
STOCKHOLDERS AGREEMENT
Pursuant to the terms of the Stockholders Agreement, Macfadden L.P. and
Boston Ventures have agreed to vote their respective shares of Class A Stock and
Class C Stock in concert to elect the following persons as directors of the
Company: Peter J. Callahan, Michael J. Boylan, Maynard Rabinowitz, Iain Calder,
Roy F. Coppedge III, Anthony J. Bolland, and such other independent directors as
shall be selected and nominated with the agreement of Macfadden L.P. and Boston
Ventures. They have also agreed that any vacancy caused by the death, incapacity
or resignation of Messrs. Callahan, Boylan, Rabinowitz or Calder will be filled
by Macfadden L.P., and any vacancy similarly caused with respect to Messrs.
Bolland or Coppedge will be filled by Boston Ventures. At April 30, 1996,
Macfadden L.P. and Boston Ventures collectively owned approximately 75.9% of the
combined voting power of the Company's outstanding Common Stock.
No family relationships exist between any of the executive officers or
directors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
COMPLIANCE WITH SECTION 16 UNDER THE 1934 ACT
Under the securities laws of the United States, the Company's directors,
executive officers and all persons owning beneficially more than ten percent of
Company's Class A Stock are required to file reports of their initial ownership
of Common Stock and any changes in that ownership with the Securities and
Exchange Commission and the New York Stock Exchange, Inc., and provide copies of
these reports to the Company. Specific due dates have been established, and the
Company is required to disclose in this Proxy Statement any known failure to
file these reports by these dates.
7
<PAGE> 10
Based upon written representations of reporting persons and a review of
copies of filed reports received by the Company, the Company believes all of
these filing requirements were satisfied, except that director Barry Baker filed
one report late, reporting a purchase of Class A Stock.
MEETINGS AND COMMITTEES OF THE BOARD
During fiscal 1996, the Board of Directors held four meetings. Each
director attended at least 75% of all of the Board meetings held while he was a
director and the meetings of the committees on which he served.
The Company's Board of Directors has established an Audit Committee
consisting of Messrs. Hobbs, Dodge and Ritterman, none of whom is an employee of
the Company or its subsidiaries. The Audit Committee oversees the procedures,
scope and results of the annual audit and reviews the services provided by
Company's independent certified public accountants. The Audit Committee met once
during fiscal 1996.
The Company's Board of Directors has a standing committee to administer
Company's Stock Option Plan. The members of this Committee are Messrs. Hobbs,
Dodge and Ritterman. The Committee met once during fiscal 1996.
The Company has an Executive Compensation Committee (known as the Executive
Compensation Review Board) comprised of Messrs. Hobbs, Dodge and Ritterman. The
purpose of this committee is to establish policies and guidelines concerning the
compensation of Company's Chief Executive Officer and other executive officers
of the Company. The Executive Compensation Review Board did not meet during
fiscal 1996.
Company's Board of Directors does not have a standing nominating committee.
The Board of Directors performs this function.
DIRECTOR COMPENSATION
Directors who are also employees of the Company or any of its subsidiaries
or partners of Boston Ventures or Macfadden L.P. do not currently receive any
additional compensation for serving as a director or committee member or for
attending Board or committee meetings. All other directors receive an annual
retainer of $25,000, plus $2,500 for each Board meeting and committee meeting
(held other than on the date of a Board meeting) attended. In addition, the
Company reimburses all directors for travel and out-of-pocket expenses incurred
in connection with Board or committee meetings and otherwise with respect to
their duties as directors.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries to the Company's chief executive officer and its four other most
highly compensated executive officers at March 25, 1996, for services rendered
to the Company and its subsidiaries during the fiscal years 1996, 1995 and 1994:
8
<PAGE> 11
SUMMARY ANNUAL COMPENSATION TABLE
<TABLE>
<CAPTION>
FISCAL OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) COMPENSATION($) COMPENSATION($)
- - --------------------------------------- ------ --------- --------------- ---------------
<S> <C> <C> <C> <C>
Peter J. Callahan...................... 1996 350,000 -0- 657,818(1)(2)
Chairman, President, Chief Executive 1995 350,000 -0- 1,145,239
Officer 1994 250,000 -0- 1,510,609
Michael J. Boylan...................... 1996 300,000 -0- 281,960(1)(2)
Vice Chairman, Publishing Operations 1995 300,000 -0- 526,447
1994 200,000 -0- 509,004
Maynard Rabinowitz..................... 1996 300,000 -0- 289,500(1)(2)
Vice Chairman, Finance, 1995 300,000 -0- 526,447
Administration and Legal Affairs, and 1994 200,000 509,433
Secretary
Iain Calder............................ 1996 506,539 -0- 45,481(2)
Executive Vice President 1995 577,000 -0- 21,670
1994 569,000 -0- 66,762
Anthony S. Hoyt........................ 1996 442,308 -0- 12,834
Senior Vice President and Publisher, 1995 -0- -0- -0-
National Enquirer and Star 1994 -0- -0- -0-
</TABLE>
- - ---------------
(1) Includes management fees ("Management Fees") distributed by Macfadden L.P.
as a component of compensation for serving as executive officers of the
Company and its subsidiaries. The Compensation Committee adopted a
five-year Senior Executive Compensation Plan ("Compensation Plan"),
effective in fiscal 1995, which was approved by Company's Stockholders at
the 1994 Annual Meeting. The individuals eligible to participate in the
Compensation Plan are Messrs. Callahan, Boylan and Rabinowitz (the
"Participants"). Under the Compensation Plan, the Participants will receive
a base salary and a management fee. The base salaries are $350,000,
$300,000 and $300,000, respectively, for Messrs. Callahan, Boylan and
Rabinowitz. The management fee is divided into two components. The first
component consists of cash payments of $650,000 to Mr. Callahan and
$275,000 to each of Messrs. Boylan and Rabinowitz. The second component is
based upon the Company's performance. If the company achieves more than
$100 million of operating cash flow, for the applicable fiscal year, as
defined in a Third Amended and Restated Credit Agreement dated as of
November 10, 1994, (as amended from time to time) among American Media
Operations, Inc. ("Operations"), a wholly-owned subsidiary of the Company,
certain banks and The Chase Manhattan Corporation (formerly Chemical Bank)
as agent (the "Credit Agreement"), after adding back start-up costs of new
projects (such as magazine launches) and deducting any acquired cash flows,
the Participants named above will receive in the aggregate 4% of operating
cash flow in excess of $100 million. The performance component is to be
distributed as follows: Mr. Callahan -- 50%; Mr. Boylan -- 25%; and Mr.
Rabinowitz -- 25%. Amounts payable as management fees under the
Compensation Plan will not exceed any applicable limitations set forth in
the documents governing Company's financing arrangements.
(2) Includes Operation's profit-sharing contributions allocated under
Operation's Employee Profit Sharing Plan ("Profit Sharing Plan"). For
fiscal 1996, Messrs. Callahan, Boylan, Rabinowitz and Calder each received
a contribution of $6,090.
9
<PAGE> 12
EMPLOYMENT AGREEMENTS
Effective December 1, 1995 the Company entered into a new employment
agreement with Mr. Calder with a stated term ending November 30, 1996. The
agreement provides for a reduction in Mr. Calder's work schedule by
approximately 50% and an annual base salary of $300,000. The agreement is
terminable by the Company upon ten days' written notice for cause, which
generally includes conviction of a felony, use of drugs or alcohol in a manner
which, in the opinion of the Board of Directors, is injurious to the business or
reputation of the Company; the willful or repeated failure to perform his duties
and responsibilities; material dishonesty in financial dealings with or on
behalf of the Company or any material breach of certain representations made
therein by him. Mr. Calder is entitled to receive his base salary through the
end of the month in which his employment is terminated prior to the end of the
stated term by reason of death, or for cause. The employment agreement limits
the ability of Mr. Calder to compete with the Company and its subsidiaries under
certain circumstances. If the employment agreement is not renewed for an
additional one (1) year period, Mr. Calder is entitled to be employed as a
Consultant to the Company at the rate of $100,000 per annum for a period of two
years.
The Company has entered into an employment agreement with Mr. Hoyt with a
stated term ending May 1, 1998, and provides for an annual base salary of
$500,000 and a bonus of five (5%) percent of increases in the annual net
advertising revenues. The agreement is terminable by the Company upon five (5)
days written notice for cause, which generally includes conviction of a felony,
failure to perform material duties or obligations, or commission of any willful,
malicious, grossly negligent or reckless act which is materially detrimental to
the business or reputation of the Company. If Mr. Hoyt is so terminated he will
be entitled to receive his base compensation and bonus through the effective
date of termination. If Mr. Hoyt becomes disabled, as defined in the agreement,
he is entitled to 50% of his base compensation until the disability ceases or
the agreement terminates, whichever is earlier. If Mr. Hoyt voluntarily resigns
during the term of the agreement, all benefits and payments shall cease on the
date of resignation or upon the expiration of a benefit under an applicable
benefit program. If the Company terminates the agreement without cause, Mr. Hoyt
is entitled to salary benefits and bonus compensation for the year during which
termination occurs, less any compensation and comparable benefits provided to
him from any other source during the remainder of the term. The agreement also
contains certain provisions relating to confidentiality and solicitation of
employees or customers of Company.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding grants of
stock options made during the fiscal year ended March 25, 1996 to the executive
officers names in the Summary Compensation Table ("Named Executive Officers"):
10
<PAGE> 13
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMABLE
ANNUAL RATES OF
STOCK PRICE
PERCENT OF TOTAL APPRECIATION FOR
OPTIONS GRANTED TO OPTION TERM(2)
NUMBER OF OPTIONS EMPLOYEES IN EXERCISE OR BASE --------------------
NAME GRANTED(1) FISCAL YEAR PRICE PER SHARE EXPIRATION DATE 5%($) 10%($)
- - --------------------- ------------------ ------------------ ---------------- --------------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Anthony S. Hoyt...... 50,000 9.8% $ 5.75 9/28/00 79,431 175,522
</TABLE>
- - ---------------
(1) Each of the option grants set forth on this chart is exercisable in three
(3) equal annual installments, commencing one year from the date of grant.
(2) The potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the option term.
These amounts are calculated pursuant to applicable requirements of the
Securities and Exchange Commission and do not represent a forecast of the
future appreciation of the Company's Common Stock.
COMPENSATION COMMITTEE REPORT
The Company's compensation policies are determined by the Executive
Compensation Review Board (the "Compensation Committee") and the Stock Option
Committee, each comprised of the Company's three outside directors. The
Compensation Committee submits the following report for fiscal 1996:
The Company's executive compensation programs cover executive officers who
are primarily responsible for formulating and carrying out the long range plans
of the Company. The program has the following two primary objectives: (1)
provide market competitive compensation to attract and retain key management
personnel; and (2) provide incentives to promote the best interests and future
profitability of the Company.
The Company has established a competitive level of compensation based on
information drawn from a variety of sources, including industry surveys, proxy
statements and industry consultants as well as the Peer Group as defined in the
Performance Graph ("Peer Group"). The Peer Group includes publishers of
periodicals or newspapers, many of which have a national distribution.
The three components to the Company's executive compensation program are
base salary, long-term incentive compensation, and annual incentive compensation
and management fees. Base salaries are designed to be competitive with
comparable companies and to reflect job responsibilities and individual
performance. Long-term incentive compensation is based on the assessment by the
Company of the desirability to supplement salary and other annual compensation
of specific executive officers and key employees with incentives in the form of
stock option grants under Company's Stock Option Plan. Annual incentive
compensation (bonuses) is similarly based upon the profitability of the Company
and individual performance. Management fees are paid to compensate the Company's
Chairman and two Vice Chairmen for their efforts in the management of the
Company and its subsidiaries.
In 1994, the Compensation Committee adopted, and the Company's stockholders
approved the Compensation Plan. The Compensation Plan is intended to prevent the
loss of the federal income tax deductions available to the Company for the
amount of any compensation in excess of $1,000,000 paid to the Company's
Chairman and two Vice Chairmen. In accordance with the Compensation Plan, the
compensation paid to these officers under the 1996 executive compensation
program qualified for federal income tax
11
<PAGE> 14
deduction. In adopting the Compensation Plan and in addition to the tax
implications described above, the Compensation Committee considered, without
quantifying any of these factors, the collective managerial performance of the
Chairmen and two Vice Chairmen, including the Company's growth in net earnings
per share in past fiscal years, cost containment efforts and other efforts to
improve operating results, as well as the Chairman and Vice Chairmen's continued
contributions to the growth of the Company through launching of new magazines
and engaging in other related ventures.
The individuals eligible to participate in the Compensation Plan are
Messrs. Callahan, Boylan and Rabinowitz (the "Participants"). Under the
Compensation Plan, the Participants receive a base salary and a management fee.
The base salaries are $350,000, $300,000 and $300,000, respectively, for Messrs.
Callahan, Boylan and Rabinowitz. The management fee is paid through Macfadden
L.P. and divided into two components. The first component is fixed and consists
of cash payments of $650,000 for the benefit of Mr. Callahan and $275,000 for
the benefit of each of Messrs. Boylan and Rabinowitz. The second component is
based upon the Company's performance. If the Company achieves more than $100
million of operating cash flow, as defined in the Third Amended and Restated
Credit Agreement dated as of November 10, 1994, (as amended from time to time)
among Operations, certain banks and the Chase Manhattan Corporation (formerly
Chemical Bank) as agent, for the applicable fiscal year, after adding back
start-up costs of new projects (such as magazine launches) and deducting any
acquired cash flows, the Participants will receive in the aggregate 4% of
operating cash flow in excess of $100 million. The performance component is
distributed as follows: Mr. Callahan -- 50%; Mr. Boylan -- 25%; and Mr.
Rabinowitz -- 25%. Total amounts payable as management fees under the
Compensation Plan for fiscal 1996 amounted to $1,200,000 and was within any
applicable limitations set forth in the documents governing Company's financing
arrangements. This amount consisted only of the first component of the
management fee. Due to the Company's performance in fiscal 1996 no payments were
made under the second component of the management fee.
Prior to fiscal 1995, the base salaries of the Company's Chairman and two
Vice-Chairmen had not increased since fiscal 1991 and were considerably below
competitive base salaries for executive officers of similar rank and
responsibilities in the Peer Group. Notwithstanding the management fees and the
increase in base salaries which are determined in accordance with the
Compensation Plan, the total compensation for fiscal 1996 for the Company's
Chairman and two Vice-Chairmen was competitive with the total compensation for
executives of similar rank and responsibilities in the Peer Group, especially
after considering the fact that the Company's Chairman and two Vice-Chairmen
have not received any form of incentive stock compensation. A review of the
compensation of executive officers of the Peer Group also confirmed that base
salaries paid to the other two executive officers of the Company named in the
"Summary Compensation Table" generally fell within the competitive ranges of
total cash compensation paid to top editorial and operating executive officers
within the Peer Group.
For fiscal 1996, Peter Callahan, the Company's Chief Executive Officer, was
paid $350,000 in base salary, $650,000 in management fees, and $6,090 in
long-term incentive compensation as a contribution under the Profit Sharing
Plan. As discussed above, other than the Profit Sharing Plan contribution, the
other amounts were determined pursuant to the Compensation Plan. No incentive
stock compensation was awarded to Mr. Callahan or the Vice Chairmen of the
Company.
Steven B. Dodge
Gerald S. Hobbs
Gerry M. Ritterman
12
<PAGE> 15
PERFORMANCE GRAPH
The graph below compares the cumulative total returns, including
reinvestment of dividends, of the Company's Class A Stock with the companies in
the Standard & Poors (S&P) 500 Index and with eight peer group companies which
include: Central Newspapers, Lee Enterprises, Inc., McClatchy Newspapers, Media
General, Inc., Meredith Corp., Multimedia, Inc., (acquired January, 1996) Park
Communications, Inc. (acquired June, 1995) and Playboy Enterprises, Inc.
(collectively referred to herein as the "Peer Group"). The Peer Group consists
of publishers of periodicals or newspapers, many of which have a national
distribution, with a market capitalization between $100 million and $1 billion.
The comparison covers a period of 57 months ending March 31, 1996, and is based
on an assumed $100 investment on July 19, 1991 (the date of the Company's
initial public offering) in the Company's Class A Stock.
TOTAL RETURN TO STOCKHOLDERS
[GRAPH]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD AMERICAN
(FISCAL YEAR COVERED) MEDIA, INC. S&P 500 INDEX PEER GROUP
<S> <C> <C> <C>
JULY 19, 1991 100.00 100.00 100.00
1992 132.68 107.51 100.77
1993 123.34 123.88 117.06
1994 119.28 125.70 124.78
1995 105.22 145.27 148.50
1996 53.53 191.91 191.23
</TABLE>
13
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information on the payment by the Company of management fees to certain
executive officers of the Company during fiscal 1996, see Footnote 1 to the
"Summary Compensation Table."
With the net proceeds derived from a May 1992 offering of $135,000 Units,
each consisting of one Zero Coupon Note of Operations, in the face amount of
$1,000 and 36 warrants (the "Warrants") to acquire the Company's Class A Stock,
the Company acquired 4,860,000 warrants (the "Partnership Warrants") from
Acquisition Partnership for approximately $12.9 million. The Partnership
Warrants provide for the purchase of the same number of shares of the Company
Common Stock from Boston Ventures and Macfadden L.P. and certain other former
partners of Acquisition Partnership as are purchasable under the Warrants with
terms substantially identical to those of the Warrants. The Company intends,
subject to certain timing considerations, to exercise the Partnership Warrants
to the extent any Warrants are exercised. This will permit the Company to use
the shares obtained from exercising the Partnership Warrants to cover the
exercise of the Warrants in a non-dilutive manner. Pursuant to the terms of the
Stockholders Agreement relating to the termination of Acquisition Partnership,
Boston Ventures and Macfadden L.P. placed 8,913,022 shares of Class C Stock in
escrow to satisfy their obligations in connection with the Partnership Warrants.
This total includes an additional 4,113,018 shares of Class C Stock placed in
escrow as a result of the dilutive effect on the Warrants of the January 3, 1995
payment of a Special Dividend of $7.00 per share to all of the Company's
shareholders.
The remaining former partners of Acquisition Partnership have placed a
total of 330,698 shares of Class A Stock in escrow to satisfy their portion of
the obligation related to the Partnership Warrants under the Stockholders
Agreement.
The obligations of Boston Ventures, Macfadden L.P. and other former members
of Acquisition Partnership with respect to the Partnership Warrants expire on
May 25, 1997, after which time any shares held in escrow will be returned to the
respective owners. Each of Boston Ventures and Macfadden L.P. retains the right
to vote its respective shares held in escrow.
To obtain volume discounts, the Company purchases paper from suppliers on
behalf of its subsidiaries as well as Macfadden Publishing and the
Sterling/Macfadden Partnership, both of which are controlled by Peter J.
Callahan (the "Macfadden Companies"). The Macfadden Companies reimburse the
Company for the cost of such paper on a timely basis. In fiscal 1996, the
Company and its subsidiaries were reimbursed approximately $4.3 million for
paper purchased on behalf of the Macfadden Companies. The Macfadden Companies
also employ the Company and its subsidiaries as its advertising sales
representative in New York and Chicago, for which the Macfadden Companies paid
to the Company and its subsidiaries approximately $120,000 for fiscal 1996.
During fiscal 1996, the Company leased office facilities for its sales and
syndication personnel in Chicago and in New York City from the Macfadden
Companies. In fiscal 1996, Operations paid to the Macfadden Companies
approximately $98,000 in connection with the Chicago lease and an aggregate of
$17,589 in connection with two New York City leases. The Company and its
subsidiaries believe that the transactions discussed herein with the Macfadden
Companies were on terms substantially similar to those available from
non-affiliates and were fair to the Company and its subsidiaries from a
financial point of view. The New York City lease arrangements are no longer in
existence.
14
<PAGE> 17
PROPOSAL 2 -- RATIFICATION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee of the Board of Directors,
Arthur Andersen LLP, independent certified public accountants, has been selected
by the Board of Directors to continue to act as the Company's auditors for the
fiscal year ended March 31, 1997, and to perform such other services as may be
required of them. Representatives of Arthur Andersen LLP will be present at the
1996 Annual Meeting of Stockholders and will have the opportunity to make a
statement, if they desire to do so, and will be available to respond to
appropriate questions raised at the meeting.
MANAGEMENT OF COMPANY AND THE BOARD OF DIRECTORS RECOMMEND A
VOTE FOR RATIFICATION.
PROPOSALS BY STOCKHOLDERS
Proposals by stockholders intended to be presented at the 1997 Annual
Meeting must be received by the Secretary of the Company at Company's executive
offices 600 South East Coast Avenue, Lantana, Florida 33462, no later than
February 24, 1997, for inclusion in the Proxy Statement and form of proxy
relating to that meeting.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company. Proxies will
be solicited principally by mail, but may also be solicited by directors,
officers and other employees of the Company personally or by telephone,
telecopy, or otherwise. The Company has hired Chemical Mellon Shareholder
Services LLC, its transfer agent, to coordinate the solicitation of proxies for
a fee of approximately $3,000 plus expenses. The Company will also reimburse
custodians, nominees or other persons for their out-of-pocket expenses in
sending proxy materials to beneficial owners.
The Board of Directors does not intend to present, and does not have any
reason to believe that others will present, any items of business at the Annual
Meeting other than those specifically set forth in the notice of the meeting.
However, if other matters are presented for a vote, proxies will be voted for
such matters in accordance with the judgment of the persons acting under the
proxies.
By Order of the Board of Directors
MAYNARD RABINOWITZ
Secretary
Lantana, Florida
June 25, 1996
15
<PAGE> 18
APPENDIX A
REVOCABLE PROXY - CLASS A COMMON STOCK
AMERICAN MEDIA, INC.
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 13, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard W. Pickert and Peter A. Nelson as
proxies each with full powers of substitution to act, as attorneys and proxies
for the undersigned, to vote all shares of Class A Common Stock of American
Media, Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at The Ritz Carlton Hotel, 100 South Ocean Boulevard,
Manalapan, Florida, on Tuesday, August 13, 1996 at 9:30 a.m., local time, and at
any postponement or adjournment thereof, as stated on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER WILL BE
VOTED AT THE ANNUAL MEETING AND AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF IN
ACCORDANCE WITH THE DIRECTIONS SPECIFIED HEREIN. IF NO DIRECTIONS ARE INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS LISTED
IN PROPOSAL 1, AND FOR RATIFICATION OF THE SELECTION OF THE INDEPENDENT PUBLIC
ACCOUNTANTS WHICH IS PROPOSAL 2, AND ON OTHER MATTERS PRESENTED FOR A VOTE, IN
ACCORDANCE WITH THE JUDGMENT OF THE PERSONS ACTING UNDER THIS PROXY. IN THE
EVENT ANY NOMINEE FOR ELECTION AS DIRECTOR BECOMES UNAVAILABLE TO SERVE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE BALANCE OF THOSE NAMED AND A
SUBSTITUTE SELECTED BY THE BOARD OF DIRECTORS.
Each stockholder giving a proxy has the power to revoke it any time
before it is voted, either in person at the Annual Meeting, by written notice to
the Secretary of American Media, Inc. or by delivery of a later-dated proxy.
Attendance at the Annual Meeting without further action will not automatically
revoke a proxy.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 19
<TABLE>
<S> <C> <C>
Please mark
your votes as [X]
indicated in
this example
PROPOSAL 1 PROPOSAL 2
To elect as directors of American Media, Inc. all of the To ratify the selection of Arthur Andersen LLP as independent
following nominees: Messrs. Anthony J. Bolland, Michael public accountants for the fiscal year ending March 31, 1997.
J. Boylan, Iain Calder, Peter J. Callahan, Roy F.
Coppedge, III, Steven B. Dodge, Gerald S. Hobbs, Maynard
Rabinowitz, Gerry M. Ritterman and Barry Baker (except
as written contrary below).
FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
FOR, except vote withheld from OTHER BUSINESS
In their judgment, the proxies are authorized to vote upon such
- - -------------------------------------------------------- other business as may properly come before the Annual Meeting
and any adjournment or postponement thereof.
- - --------------------------------------------------------
- - -------------------------------------------------------- Please sign exactly as your name appears on this card. When
signing as attorney-in-fact, personal or legal representative,
- - -------------------------------------------------------- executor, administrator, trustee or guardian, please give your
full title. When shares are held by joint tenants, both should
- - -------------------------------------------------------- sign.
Signature: Date:
-------------------------------- ---------------
Signature: Date:
-------------------------------- ---------------
PLEASE MARK YOUR CHOICES LIKE THIS [X] IN BLACK OR BLUE INK
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED ADDRESSED ENVELOPE
- - ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
