---------------------------
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0145
Washington, D.C. 20549 Expires: December 31, 1997
Estimated average burden
hours per form.......14.90
---------------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
American Media, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
02744L100
-------------------------------------------
(CUSIP Number)
Richard D. Scribner, Salomon Brothers Inc
Seven World Trade Center, New York, New York 10048 (212) 783-7400
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 28, 1997
-------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. |_|
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- -------------------------- -------------------------
CUSIP No. 02744L100 Page 2 of 4 Pages
----------- ----- -----
- -------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Inc
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [x]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0 shares
PERSON
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
----
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Salomon Brothers Inc ("SBI") hereby amends its
Statement on Schedule 13D relating to the Class A Common Stock,
$0.01 par value (the "Class A Common Stock"), of American Media,
Inc., a Delaware corporation, dated May 6, 1994, as amended by
Amendment No. 1 to its Statement on Schedule 13D, dated September
21, 1994, and Amendment No. 2 to its Statement on Schedule 13D,
dated March 14, 1996 (such Statement on Schedule 13D, as amended,
being the "Amended Schedule 13D"), as set forth below. All terms
defined in the Amended Schedule 13D have the same meanings in
this Amendment No. 3.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a-b) The following is hereby inserted after the last
paragraph of this item as set forth in the Amended Schedule 13D:
"The Warrants reported to have been beneficially owned
by SBI in the Amended Schedule 13D at the close of business on
March 8, 1996 expired, in accordance with their terms, on July
28, 1997, without having been exercised. At the close of business
on November 21, 1997, SBI beneficially owned no Warrants and no
shares of Class A Common Stock. Thus, SBI beneficially owns 0.0%
of the 21,642,294 shares of Class A Common Stock reported to have
been outstanding as of November 7, 1997 in the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended September 29,
1997.
Neither SBI nor, to the best knowledge of SBI, any of
SBHC, Salomon Inc or the persons listed in Annex A or Annex B
hereto beneficially owned any shares of Class A Common Stock or
Warrants at the close of business on November 21, 1997."
(c) The following is hereby inserted after the last
paragraph of this item as set forth in the Amended Schedule 13D:
"Neither SBI nor, to the best knowledge of SBI, any of
SBHC, Salomon Inc or the persons listed on Annex A or Annex B
hereto made any purchases or sales of Class A Common Stock or
Warrants from September 22, 1997 through November 21, 1997."
(d-e) This item as set forth in the Amended Schedule 13D
is deleted and the following is hereby inserted in its place:
"As a result of the expiration on July 28, 1997 of the
Warrants heretofore owned by SBI, as described above, SBI ceased
to be the beneficial owner of more than five percent of the Class
A Common Stock on such date."
Page 3 of 4 pages
<PAGE>
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: November 24, 1997
SALOMON BROTHERS INC
By /s/ Andrew Constan
--------------------------
Name: Andrew Constan
Title: Managing Director
Page 4 of 4 pages
<PAGE>
---------------------------
OMB APPROVAL
OMB Number:3235-0145
Expires: October 31, 1997
Estimated average burden
hours per form.....14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
American Media, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
02744L100
------------------------------
(CUSIP Number)
Richard D. Scribner, Salomon Brothers Inc
Seven World Trade Center, New York, New York 10048 (212) 783-7400
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 8, 1996
------------------------------
(Date of Event with Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. |_|
Check the following box if a fee is being paid with the
statement. |_| A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 02744L100 Page 2 of 5 Pages
----------- ----- -----
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Inc
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,928,240
PERSON
WITH
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
----
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,928,240
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,240
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.39%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
Salomon Brothers Inc ("SBI") hereby amends its
Statement on Schedule 13D relating to the Class A Common Stock,
$0.01 par value, of American Media, Inc., a Delaware corporation
(the "Class A Common Stock") dated May 6, 1994, as amended by its
Amendment No. 1 to its Statement on Schedule 13D dated September
21, 1994 (such Statement on Schedule 13D, as amended, being the
"Amended Schedule 13D"), as set forth below. All terms defined in
the Amended Schedule 13D have the same meanings in this Amendment
No. 2.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a-b) The following paragraphs are hereby inserted
after the fifth paragraph:
"On October 27, 1994, the Units were separated into
their underlying Zero- Coupon Notes and Warrants. On November 25,
1994, the Issuer changed its name to American Media, Inc.
At the close of business on March 8, 1996, SBI
beneficially owned 1,013,796 Warrants, representing the right to
receive, upon exercise thereof at an exercise price of $27.78 per
Warrant and a conversion ratio of 1.902 shares of Class A Common
Stock per Warrant, 1,928,240 shares of Class A Common Stock. In
its Quarterly Report on Form 10-Q for the quarterly period ended
December 25, 1995, the Issuer indicated that 21,062,848 shares of
Class A Common Stock were outstanding as of February 6, 1996.
Based on such information, the 1,928,240 shares of Class A Common
Stock deemed beneficially owned by SBI as of the close of
business on March 8, 1996 represent in the aggregate
approximately 8.39% of the shares of Class A Common Stock
outstanding (including shares issuable upon exercise of the
Warrants held by SBI).
In addition, at the close of business on March 8,
1996, SBI held a short position in 81,600 shares of Class A
Common Stock.
At the close of business on March 8, 1996, (i) Mr.
Charles Bobrinskoy, a Managing Director of SBI, beneficially
owned 3,000 shares of Class A Common Stock and (ii) Mr. Louis
Simpson, a director of Salomon Inc, beneficially owned 2,600
shares of Class A Common Stock in various trust and pension
accounts for the benefit of himself and certain members of his
family. SBI, for itself and on behalf of SBHC and Salomon Inc,
disclaims beneficial ownership of the shares of Class A Common
Stock owned by Mr. Bobrinskoy and Mr. Simpson.
The following paragraph is hereby inserted after the
last paragraph:
"Except as described above, neither SBI nor, to the
best knowledge of SBI, any of SBHC, Salomon Inc or the persons
listed in Annex A or Annex B hereto beneficially owned any shares
of Class A Common Stock or Warrants at the close of business on
March 8, 1996."
(c) The following paragraphs are hereby inserted after
the fourth paragraph:
Page 3 of 5 Pages
<PAGE>
"The dates, numbers of shares or Warrants (as the case
may be) and prices per share or Warrant (as the case may be) for
all purchases and sales of Class A Common Stock and Warrants by
SBI from September 19, 1994 through March 8, 1996 are shown on
Annex E hereto, which is incorporated herein by reference. All
such purchases and sales of Class A Common Stock and Warrants
were effected on the New York Stock Exchange.
The dates, numbers of shares and prices per share for
all purchases and sales of Class A Common Stock by Charles
Bobrinskoy from September 19, 1994 through March 8, 1996 are
shown on Annex F hereto, which is incorporated herein by
reference. All such purchases and sales of Class A Common Stock
were effected on the New York Stock Exchange.
Except as described above, neither SBI nor, to the
best knowledge of SBI, any of SBHC, Salomon Inc or the persons
listed on Annex A or Annex B hereto made any purchases or sales
of Class A Common Stock or Warrants from September 19, 1994
through March 8, 1996."
ANNEXES
-------
A. Executive Officers and Directors of Salomon Brothers Inc and
Salomon Brothers Holding Company Inc.
B. Executive Officers and Directors of Salomon Inc.
E. Description of purchases and sales of shares of Class A Common
Stock and Warrants by Salomon Brothers Inc from
September 19, 1994 through March 8, 1996.
F. Description of purchases and sales of shares of Class A
Common Stock by Charles Bobrinskoy from September 19, 1994
through March 8, 1996.
Page 4 of 5 Pages
<PAGE>
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: March 14, 1996
SALOMON BROTHERS INC
By /s/ Jonathan E. Sandelman
----------------------------
Name: Jonathan E. Sandelman
Title: Managing Director
Page 5 of 5 Pages
<PAGE>
March 8, 1996
ANNEX A
-------
EXECUTIVE OFFICERS AND DIRECTORS OF
-----------------------------------
SALOMON BROTHERS INC AND
------------------------
SALOMON BROTHERS HOLDING COMPANY INC
------------------------------------
Principal Occupation
Name and Title and Business Address
- -------------- ---------------------
Jerome H. Bailey(1) Chief Financial Officer and
Chief Financial Officer and Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Rodney B. Berens(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Brock(1) Chairman and Chief Executive Officer
Managing Director Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(3) Director, Chairman and
Managing Director Chief Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Eric C. Fast(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Bruce C. Hackett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John L. Haseltine(1)(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Toshiharu Kajima(1) (4) Chief Executive Officer
Managing Director Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
John G. Macfarlane, III Treasurer and Managing Director
Treasurer and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(1)(2)(3)(5) Chairman and Chief Executive
Chairman and Chief Executive Officer
Officer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Kenneth K. Marshall(1) Chief Administrative Officer
Chief Administrative Officer and Managing Director
and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Eduardo G. Mestre(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
2
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Peter J. Middleton(1) (5) Chief Executive Officer
Managing Director Salomon Brothers International
Limited
Victoria Plaza
111 Buckingham Palace Road
London, SW1B 0SB
England
Robert H. Mundheim(1) Secretary and Managing Director
Secretary and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Shigeru Myojin(1) (2) (4) Vice Chairman and Managing Director
Vice Chairman and Salomon Brothers Inc
Managing Director Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
The officers and directors of Salomon Brothers Holding
Company Inc ("SBHC") are the same as those for Salomon Brothers
Inc.
Citizenship
-----------
Except as footnoted below, each of the individuals listed
above is a citizen of the United States.
- ----------------------
(1) Member of the Management Board
(2) Member of the Operating Committee
(3) Member of the Board of Directors
(4) Citizen of Japan
(5) Citizen of Great Britain
3
<PAGE>
March 8, 1996
ANNEX B
-------
EXECUTIVE OFFICERS AND DIRECTORS
--------------------------------
OF SALOMON INC
--------------
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Dwayne O. Andreas Chairman of the Board and
Director Chief Executive
Archer Daniels Midland Company
Box 1470
Decatur, Illinois 62525
Jerome H. Bailey Chief Financial Officer
Chief Financial Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer and
Managing Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Warren E. Buffett(1) Chairman and Chief Executive
Director Officer
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Richard J. Carbone Controller
Controller Salomon Inc
Seven World Trade Center
New York, New York 10048
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Robert E. Denham(1) Director, Chairman and Chief
Director, Chairman and Chief Executive Officer
Executive Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Dr. Claire M. Fagin Leadership Professor
Director School of Nursing
University of Pennsylvania
Philadelphia, Pennsylvania 19104
John L. Haseltine Managing Director
Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Gedale B. Horowitz Senior Executive Director
Director and Executive Salomon Brothers Holding
Vice President Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John G. Macfarlane, III Treasurer
Treasurer Salomon Inc
Seven World Trade Center
New York, New York 10048
Treasurer and Managing Director
Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
2
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Deryck C. Maughan(2) Chairman and Chief Executive
Director and Executive Officer
Vice President Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
David O. Maxwell Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
William F. May(1) Chairman and Chief
Director Executive Officer
Statue of Liberty-Ellis
Island Foundation, Inc.
c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert H. Mundheim Executive Vice President and
Executive Vice President and General Counsel
General Counsel Salomon Inc
Seven World Trade Center
New York, New York 10048
Charles T. Munger Vice Chairman
Director Berkshire Hathaway Inc.
355 So. Grand Avenue
Los Angeles, California 90071
Shigeru Myojin(3) Vice Chairman
Director Salomon Brothers Inc
Victoria Plaza
111 Buckingham Palace Rd.
London, SW1W OSB, England
3
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Louis A. Simpson(1) Director, President and
Director Chief Executive Officer,
Capital Operations
GEICO Corporation
One Geico Plaza
5260 Western Avenue
Washington, D.C. 20076-0001
Robert G. Zeller(1) Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Citizenship
-----------
Except as footnoted below, each of the individuals listed above
is a citizen of the United States.
(1) Member of the Executive Committee
(2) Citizen of Great Britain
(3) Citizen of Japan
4
<PAGE>
ANNEX E
Part I
- ------
Set forth below are the purchases and sales of shares
of Class A Common Stock, $0.01 par value (the "Class A Common
Stock") by Salomon Brothers Inc from September 19, 1994 through
March 8, 1996. ("P" means purchase, and "S" means sale.)
Date Number of Shares Price Per Share
11/25/94 271,600(S) $16.75
11/30/94 1,000(P) $14.50
12/1/94 200(P) $14.75
12/12/94 25,000(P) $14.625
12/12/94 7,400(P) $14.50
12/13/94 25,000(P) $14.50
12/13/94 500(P) $14.25
12/13/94 6,000(P) $14.375
12/14/94 1,000(P) $13.875
12/14/94 24,000(P) $14.00
1/4/95 17,800(P) $8.75
1/10/95 5,000(S) $8.625
1/12/95 40,000(P) $7.625
1/17/95 400(S) $7.875
1/18/95 300(S) $7.75
1/27/95 1,500(S) $6.625
2/10/95 11,000(S) $7.25
2/10/95 300(S) $7.25
3/15/95 30,000(P) $6.00
3/15/95 10,000(P) $6.00
5/1/95 5,600(P) $6.00
5/2/95 10,000(P) $6.00
5/3/95 5,000(P) $5.75
All purchases of Class A Common Stock listed above
were effected on the New York Stock Exchange.
Part II
- -------
Set forth below are the purchases and sales of shares
of warrants ("Warrants"), each exercisable for 1.902 shares of
Class A Common Stock (as of December 21, 1994) by Salomon
Brothers Inc from September 19, 1994 through March 8, 1996. ("P"
means purchase, and "S" means sale.)
<PAGE>
Date Number of Shares Price Per Share
---- ---------------- ---------------
11/25/94 1,154,696(P) $0.75
12/20/94 39,100(P) $0.437
1/12/95 2,500(S) $0.437
1/12/95 97,500(S) $0.375
1/24/95 50,000(S) $0.375
3/15/95 10,000(S) $0.25
3/17/95 10,000(S) $0.25
3/20/95 10,000(S) $0.25
All purchases of Warrants listed above were effected
on the New York Stock Exchange.
2
<PAGE>
ANNEX F
Set forth below are the purchases and sales of shares
of Class A Common Stock, $0.01 par value (the "Class A Common
Stock") by Charles Bobrinskoy from September 19, 1994 through
March 8, 1996. ("P" means purchase, and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
3/16/95 3,000(P) $5.75
All purchases of Class A Common Stock listed above
were effected on the New York Stock Exchange.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Enquirer/Star Group, Inc.
-----------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value
-----------------------------------------------------------------
(Title of Class of Securities)
293554101
-------------------------------------------------
(CUSIP Number)
Richard D. Scribner, Salomon Brothers Inc
Seven World Trade Center, New York, New York 10048
(212) 783-7400
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 19,1994
-------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 293554101 Page 2 of 7 Pages
----------- ----- -----
- -------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Inc
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,154,696
PERSON
WITH
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
----
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,154,696
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,154,696
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
Salomon Brothers Inc ("SBI") hereby amends its
Statement on Schedule 13D relating to the Class A Common Stock,
$0.01 par value, of Enquirer/Star Group, Inc., a Delaware
corporation (the "Class A Common Stock") dated May 6, 1994 (the
"Schedule 13D"), as set forth below. All terms defined in the
Schedule 13D have the same meanings in this Amendment No. 1.
Item 2. Identity and Background.
The fourth and fifth paragraphs are hereby deleted,
and the following paragraphs are inserted in their place:
"On May 20, 1992, SBI and Salomon Inc (together
"Salomon") consented, without admitting or denying any of the
allegations of the concurrently filed complaint, to the entry of
a Final Judgment of Permanent Injunction and Other Relief (the
"Final Judgment") in settlement of an action arising out of
alleged misconduct in auctions of U.S. Treasury securities and
government securities trading, brought by the Securities and
Exchange Commission (the "SEC") in the United States District
Court of the Southern District of New York, entitled Securities
and Exchange Commission v. Salomon Inc and Salomon Brothers Inc
(92 Civ. 3691 and Securities Exchange Act of 1934 Release No.
30721 (May 20, 1992)) (the "Treasury Matter"). Among other
things, the Final Judgment enjoins Salomon from violations of
Section 17(a) of the Securities Act of 1933 (the "1933 Act"),
Section 10(b), 15(c)(1) and 17(a) of the 1934 Act and Rules 10b-
5, 15cl-2, 17a-3 and 17a-4 promulgated thereunder. Pursuant to
the settlement, Salomon was required to pay a total amount of
$290,000,000, with $100,000,000 going to a fund for the payment
of private claims for compensatory damages arising out of the
U.S. Treasury auction and related matters and $190,000,000 to the
United States in payment of civil penalties under the Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 and a
forfeiture of assets to and settlement of claims with the
Department of Justice against SBI. On the same day, in other
related actions solely involving SBI, the SEC instituted and
settled an administrative proceeding relating to a failure to
supervise the persons responsible for the alleged misconduct, the
Federal Reserve Bank of New York announced the continuation of
SBI's primary dealer designation but a cessation of its trading
activity until August 3, 1992, and the Department of Treasury
announced that SBI would be permitted to resume bidding for
customers on August 3, 1992, having restricted SBI to purchasing
securities for its own account in U.S. Treasury auctions since
August 18, 1991.
"In January and February 1993, SBI, without admitting
or denying any allegations, entered into consent agreements and,
in some states, consent orders with 41 state securities
regulators in settlement of certain claims in respect of SBI's
state broker-dealer registrations arising out of SBI's activities
Page 3 of 7 Pages
<PAGE>
described in the Treasury Matter. Pursuant to the settlement with
the states, SBI agreed, among other things, to (i) comply with
those provisions of the order issued by the SEC in the Treasury
Matter that imposed remedial sanctions with respect to alleged
violations of securities laws by former personnel of SBI in
auctions for United States Treasury Securities during 1990 and
1991; (ii) pay $50,000 to each state participant in the
settlement as reimbursement for costs of investigation related to
the Treasury Matter; and (iii) with respect to some states,
contribute $2,000,000 to a multi-state investor protection trust
fund to be created for the purpose of providing funds for
projects promoting the cause of investor protection."
Item 4. Purpose of Transaction.
The following sentence is hereby inserted at the end
of the second paragraph:
"As a consequence of the withdrawal by Boston Ventures
and Macfadden of the Proposal on July 13, 1994 (the "With
drawal"), SBI was never engaged by Boston Ventures and Macfadden
to render the financial advisory services described in the
preceding sentence."
The third paragraph is hereby deleted, and the
following paragraphs are inserted in its place:
"On July 13, 1994, following the Withdrawal, the Board
of Directors of the Issuer announced that it intended to declare,
subject to certain conditions, a special dividend of $9 per share
to the holders of its common stock (the "Special Dividend"). On
August 19, 1994, Enquirer filed with the SEC a Preliminary Proxy
Statement (the "Preliminary Proxy Statement") containing an Offer
to Purchase and Consent Solicitation Statement pursuant to which
Enquirer proposes (i) to offer to purchase for cash any and all
of its 10-3/8% Senior Subordinated Notes due 2002 (the "Senior
Subordinated Notes") and any and all of its Zero-Coupon Notes
(the "Tender Offers"), and (ii) to solicit consents to certain
proposed amendments to the indentures governing the Senior
Subordinated Notes and the Zero-Coupon Notes (the "Consent
solicitations"). SBI has been named a dealer manager in
connection with the Tender Offers and the Consent Solicitations.
Also on August 19, 1994, Enquirer filed with the SEC a
Registration Statement on Form S-1 relating to Senior
Subordinated Notes Due 2004 (the "New Notes"), and the Issuer
filed with the SEC a Registration Statement on Form S-3 relating
to Senior Discount Debentures Due 2006 (the "New Debentures").
SBI has been named as a co-underwriter in connection with the
offerings of the New Debentures and the New Notes. The conditions
to the declaration of the Special Dividend include the completion
of the offerings of the New Notes and the New Debentures and the
consummation of the Tender Offers and the
Page 4 of 7 Pages
<PAGE>
Consent Solicitations.
"As a result of its oral agreement with Boston
Ventures and Macfadden (described in the second paragraph of this
Item 4), SBI restricted proprietary trading in securities of the
issuer. On July 18, 1994, as a consequence of the Withdrawal, SBI
lifted the restriction on proprietary trading in Class A Common
stock and Warrants. SBI has not lifted the restriction on
proprietary trading in the Senior Subordinated Notes and the
Zero-Coupon Notes. Notwithstanding such restriction, SBI may sell
or surrender Senior Subordinated Notes or Zero-Coupon Notes owned
by SBI in connection with any merger, tender offer or other
acquisition transaction (including the Tender Offers) involving
the Issuer or Enquirer. SBI's decisions in such regard will be
based upon the prevailing price of such securities in the open
market and/or in any negotiated transactions, the value of the
consideration being offered in the merger, tender offer or other
acquisition transaction involving the securities of the Issuer,
tax considerations and any other relevant factors."
The first sentence of the fourth paragraph (prior to
this Amendment No. 1) is hereby amended by deleting the phrase
"At such time as SBI terminates its internal restrictions on
proprietary trading in securities of the Issuer, SBI at any time
or from time to time may" and inserting the phrase, "SBI may (1)
in the case of Senior subordinated Notes and Zero-Coupon Notes,
at any time or from time to time at such time as it terminates
its internal restrictions in proprietary trading in such Notes
and (2) in the case of Class A Common stock and Warrants, at any
time or from time to time,".
Item 5. Interest in Securities of the Issuer.
(a-b) The following paragraphs are hereby inserted
after the second paragraph:
"At the close of business on September 19, 1994, SBI
beneficially owned (a) 221,900 Warrants, representing the right
to receive, upon exercise thereof at the exercise price of $1,000
per 36 Warrants (payable in cash or the surrender of one
Zero-Coupon Note for each 36 Warrants exercised), 221,900 shares
of Class A Common Stock and (b) 25,911 Units, representing the
right to receive, upon exercise of the 932,796 Warrants included
in such Units, 932,796 shares of Class A Common Stock. In its
Quarterly Report on Form 10-Q for the quarterly period ended June
27, 1994, the Issuer indicated that 20,530,099 shares of Class A
Common Stock were outstanding as of August 1, 1994. Based on such
information, the 1,154,696 shares of Class A Common Stock deemed
beneficially owned by SBI as of the close of business on
September 19, 1994 represent in the aggregate approximately 5.32%
of the shares of Class A Common Stock outstanding (including
shares issuable upon exercise of the Warrants held by SBI).
Page 5 of 7 Pages
<PAGE>
"In addition, at the close of business on September
19, 1994, SBI held a short position in 271,600 shares of Class A
Common Stock.
"At the close of business on September 19, 1994, (i)
Ms. Nancy Peretsman, a Managing Director of SBI, beneficially
owned 3,000 shares of Class A Common Stock, and (ii) Mr. Louis
Simpson, a director of Salomon Inc, beneficially owned 2,600
shares of Class A Common Stock in various trust and pension
accounts for the benefit of himself and certain members of his
family. SBI, for itself and on behalf of SBHC and Salomon Inc,
disclaims beneficial ownership of the shares of Class A Common
Stock owned by Ms. Peretsman and Mr. Simpson."
The following paragraph is hereby inserted after the
last paragraph:
"Except as described above, neither SBI nor, to the
best knowledge of SBI, any of SBHC, Salomon Inc or the persons
listed in Annex A or Annex B hereto beneficially owned any shares
of Class A Common Stock, Warrants or Units at the close of
business on September 19, 1994."
(c) The following paragraph is hereby inserted after
the second paragraph:
"The dates, numbers of shares and prices per share for
all purchases and sales of Class A Common Stock by the trust and
pension accounts for Mr. Simpson and certain members of his
family from July 21, 1994 through September 19, 1994 are shown on
Annex D hereto, which is incorporated herein by reference. All
such purchases and sales of Class A Common Stock were effected on
the New York Stock Exchange."
The following paragraph is hereby inserted after the
last paragraph:
"Except as described above, neither SBI nor, to the
best knowledge of SBI, any of SBHC, Salomon Inc or the persons
listed on Annex A or Annex B hereto made any purchases or sales
of Class A Common Stock or Warrants or Units from July 21, 1994
through September 19, 1994."
ANNEXES
A. Executive Officers and Directors of Salomon Brothers
Inc and Salomon Brothers Holding Company Inc.
B. Executive Officers and Directors of Salomon Inc.
Page 6 of 7 Pages
<PAGE>
D. Description of purchases and sales of shares of Class
A Common Stock by trust and pension accounts for Mr.
Louis Simpson and certain members of his family from
July 21, 1994 through September 19, 1994.
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: September 21, 1994
SALOMON BROTHERS INC
By /s/ Nancy B. Peretsman
-----------------------------
Name: Nancy B. Peretsman
Title: Managing Director
Page 7 of 7 Pages
<PAGE>
September, 1994
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS INC AND
SALOMON BROTHERS HOLDING COMPANY INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Jerome H. Bailey(1) Chief Financial Officer and
Chief Financial Officer and Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Richard J. Barrett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Rodney B. Berens(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Brock(1) Chief Administrative Officer
Chief Administrative Officer and Managing Director
and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(2) Director, Chairman and
Managing Director Chief Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Bruce C. Hackett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dennis J. Keegan(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Martin L. Leibowitz(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John G. Macfarlane, III Treasurer and Managing Director
Treasurer and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(1)(2)(3) Chairman and Chief Executive
Chairman and Chief Executive Officer
Officer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
William A. McIntosh(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Robert H. Mundheim(1) Secretary and Managing Director
Secretary and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Shigern Myojin(1) Co-Chief Executive Officer
Managing Director Salomon Brothers Asia Limited
Urbannet Otemachi Building
2-2, Otemachi 2-Chome
Chiyoda-ku, Tokyo 100, Japan
2
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Stephen J.D. Posford(1)(3) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Executive Officer
Salomon Brothers International
Limited
Victoria Plaza
111 Buckingham Palace Road
London, SW1B OSB
England
The officers and directors of Salomon Brothers Holding
Company Inc ("SBHC") are the same as those for Salomon Brothers
Inc.
Citizenship
Except as footnoted below, each of the individuals
listed above is a citizen of the United States.
- -----------------------
(1) Member of the Executive Committee
(2) Director
(3) Citizen of Great Britain
3
<PAGE>
September, 1994
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS
OF SALOMON INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Dwayne O. Andreas Chairman of the Board and
Director Chief Executive
Archer Daniels Midland Company
Box 1470
Decatur, Illinois 62525
Jerome H. Bailey Chief Financial Officer
Chief Financial Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer and
Managing Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Warren E. Buffett(1) Chairman and Chief Executive
Director Officer
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Robert E. Denham(1) Director, Chairman and Chief
Director, Chairman and Chief Executive Officer
Executive Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Dr. Claire M. Fagin Leadership Professor
Director School of Nursing
University of Pennsylvania
Philadelphia, Pennsylvania 19104
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
David C. Fisher Controller
Controller Salomon Inc
Seven World Trade Center
New York, New York 10048
Andrew J. Hall(2) Chairman and President
Director and Executive Phibro Division of Salomon Inc
Vice President 500 Nyala Farms
Westport, Connecticut 06880-6262
Gedale B. Horowitz Senior Executive Director
Director and Executive Salomon Brothers Holding
Vice President Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John G. Macfarlane, III Treasurer
Treasurer Salomon Inc
Seven World Trade Center
New York, New York 10048
Treasurer and Managing Director
Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(2) Chairman and Chief Executive
Director and Executive Officer
Vice President Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
William F. May(1) Chairman and Chief
Director Executive Officer
Statue of Liberty-Ellis
Island Foundation, Inc.
c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
2
<PAGE>
Principal Occupation
Name and Title and Business Address
Robert H. Mundheim Executive Vice President and
Executive Vice President and General Counsel
General Counsel Salomon Inc
Seven World Trade Center
New York, New York 10048
Charles T. Munger Vice Chairman
Director Berkshire Hathaway Inc.
355 So. Grand Avenue
Los Angeles, California 90071
Louis A. Simpson(1) Director, President and
Director Chief Executive Officer,
Capital Operations
GEICO Corporation
One Geico Plaza
5260 Western Avenue
Washington, D.C. 20076-0001
Robert G. Zeller(1) Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Citizenship
Except as footnoted below, each of the individuals
listed above is a citizen of the United States.
- -----------------------
(1) Member of the Executive Committee
(2) Citizen of Great Britain
<PAGE>
ANNEX D
Set forth below are the purchases and sales of shares
of Class A Common Stock, $0.01 par value (the "Class A Common
Stock") by various trust and pension accounts for Mr. Louis
Simpson and certain members of his family from July 21, 1994
through September 19, 1994. ("P" means purchase, and "S" means
sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
8/9/94 600 (P) $16.00
8/10/94 1,750 (P) $16.00
8/10/94 250 (P) $16.125
All purchases of Class A Common Stock listed above
were effected on the New York Stock Exchange.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Enquirer/Star Group, Inc.
- -----------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value
- -----------------------------------------------------------------
293554101
-----------------------------------
(CUSIP Number)
Richard D. Scribner, Salomon Brothers Inc
Seven World Trade Center, New York, New York 10048 (212) 783-7400
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 1994
-----------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box /x/.
Check the following box if a fee is being paid with the statement
/x/. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities and Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- -------------------------- -------------------------
CUSIP No. 293554101 Page 2 of 9 Pages
----------- ----- -----
- -------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Inc
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [x]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 1,154,696 shares
PERSON
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
----
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,154,696 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,154,696 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which
this statement relates is the Class A Common Stock, $0.01 par
value (the "Class A Common Stock") of Enquirer/Star Group, Inc.,
a Delaware corporation (the "Issuer"). The principal executive
officers of the Issuer are located at 600 South East Coast
Avenue, Lantana, Florida 33462.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed by
Salomon Brothers Inc ("SBI"), a corporation organized under the
laws of the State of Delaware. SBI is a wholly-owned subsidiary
of Salomon Brothers Holding Company Inc ("SBHC"), a corporation
organized under the laws of the State of Delaware, which is in
turn a wholly-owned subsidiary of Salomon Inc, a corporation
organized under the laws of the State of Delaware. The principal
executive offices of each of SBI, SBHC and Salomon Inc are
located, and principal business activities conducted, at Seven
World Trade Center, New York, New York 10048.
SBI is a registered broker-dealer that succeeded to the
business of Salomon Brothers, a New York limited partnership, on
October 1, 1981. The principal business of SBI is the general
brokerage, dealer and investment banking business. The principal
business of SBHC is the ownership of all the outstanding shares
of common stock of SBI. The principal business of Salomon Inc is
the ownership of all the outstanding shares of common stock of
SBHC and Phibro Energy USA Inc. (which owns four oil refineries
in Texas and London and other asset-based businesses) and the
conduct of commodities trading (concentrating on crude oil and
energy derivatives) through its Phibro Energy Division.
The names, citizenship, business addresses and
principal occupations or employments of each of the executive
officers and directors of SBI and SBHC are set forth in Annex A
hereto, which is incorporated herein by reference. The names,
citizenship, business addresses and principal occupations or
employments of each of the executive officers and directors of
Salomon Inc are set forth in Annex B hereto, which is
incorporated herein by reference.
In May, 1989, the Securities and Exchange Commission
(the "SEC") simultaneously instituted and settled an administrative
proceeding against SBI for infractions of the "short sale"
provisions of Section 10(a) of the Securities and Exchange Act of
1934 (the "1934 Act") and Rules 10a-1(a) and 10-a-1(c)
promulgated thereunder and for violation of the recordkeeping
provisions of Section 17(a) of the 1934 Act and Rule 17a-4(j)
promulgated thereunder in connection with alleged short sales in
certain New York Stock Exchange listed securities,
Page 3 of 9 Pages
<PAGE>
for SBI's account on October 19, 1987. SBI consented to an order
censuring SBI and requiring SBI to maintain certain procedures
with respect to the determination of "net long" positions and to
consult with an independent certified public accountant or
outside legal counsel to review the adequacy of such procedures
and implement improvements in the procedures if required.
On May 20, 1992, SBI and Salomon Inc (together "Salomon")
consented, without admitting or denying any of the allegations of
the concurrently filed complaint, to the entry of a Final
Judgment of Permanent Injunction and Other Relief (the "Final
Judgment") in settlement of an action arising out of alleged
misconduct in auctions of U.S. Treasury securities and government
securities trading, brought by the SEC in the United States
District Court and the Southern District of New York, entitled
Securities and Exchange Commission v. Salomon Inc and Salomon
Brothers Inc (92 Civ. 3691 and Securities Exchange Act of 1934
Release No. 30721 (May 20, 1992)). Among other things, the Final
Judgment enjoins Salomon from violations of Section 17(a) of the
Securities Act of 1933 (the "1933 Act"), Section 10(b), 15(c)(1)
and 17(a) of the 1934 Act and Rules 10b-5, 15cl-2, 17a-3 and
17a-4 promulgated thereunder. Pursuant to the settlement, Salomon
was required to pay a total amount of $290,000,000, with
$100,000,000 going to a fund for the payment of private claims
for compensatory damages arising out of the U.S. Treasury auction
and related matters and $190,000,000 to the United States in
payment of civil penalties under the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 and a forfeiture of
assets to and settlement of claims with the Department of Justice
against SBI. On the same day, in other related actions solely
involving SBI, the SEC also simultaneously instituted and settled
an administrative proceeding for failure to supervise the
employee responsible for such alleged misconduct with a view
toward preventing violation of the federal securities laws, the
Federal Reserve Bank of New York announced the continuation of
SBI's primary dealer designation but a cessation of its trading
activity until August 3, 1992, and the Department of Treasury
announced that SBI would be permitted to resume bidding for
customers on August 3, 1992, having restricted SBI to purchasing
securities for its own account in U.S. Treasury auctions since
August 18, 1991. In January and February of 1993, SBI and, in
certain instances, Salomon Inc settled with 42 states and the
District of Columbia certain claims regarding SBI's role in the
U.S. Treasury auction and related matters. Under the accords, SBI
placed $2,000,000 in a multi-state Investor Protection Trust Fund
and paid $2.15 million to the jurisdictions which are parties to
the accords.
Other than as aforesaid, during the last five years
neither SBI, nor, to the bast knowledge of SBI, SBHC, Salomon Inc
or any of the persons listed in Annex A and Annex B hereto, has
been convicted in a criminal proceeding (excluding traffic
Page 4 of 9 Pages
<PAGE>
violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which SBI, SBHC, Salomon Inc or any
of such persons was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The net amount of funds used by SBI to acquire the
221,900 warrants of the Issuer ("Warrants"), each exercisable for
one share of Class A Common Stock, and the 25,911 units
("Units"), each consisting of a zero-coupon senior subordinated
note of Enquirer/Star, Inc., a wholly-owned subsidiary of the
Issuer ("Enquirer"), due 1997 in the face amount of $1,000 (a
"Zero-Coupon Note") and 36 Warrants, described in Item 5, is
estimated to be approximately $2,460,000. These funds came from
SBI's working capital, which in the normal course includes the
proceeds from day loans and demand loans entered into in the
ordinary course of business with numerous banks. Such demand
loans are secured virtually entirely by securities owned by SBI.
Item 4. Purpose of Transaction.
The positions in shares of Class A Common Stock to
which this Statement relates and the Warrants and the Units
described in Item 5 were acquired by SBI in the ordinary course
of its business in connection with its market-making activities.
A Statement on Schedule 13G with respect to such positions as of
December 31, 1993 has been previously filed by Salomon Inc on
behalf of itself, SBHC and SBI.
On April 28, 1994, Boston Ventures Limited Partnership
III and Boston Venture Limited Partnership IIIA (collectively,
"Boston Ventures") and Macfadden Holdings, L.P. ("Macfadden")
submitted a proposal to the Issuer to acquire all outstanding
shares of the Class A Common Stock not owned by them for $17.50
per share (the "Proposal"). SBI and another investment banking
firm have a oral agreement with Boston Ventures and Macfadden
pursuant to which SBI and such other firm may be engaged under
certain circumstances to render certain financial advisory
services with respect to the capital structure of the Issuer and
Enquirer.
As a result of its oral agreement with Boston Ventures
and Macfadden, SBI has restricted proprietary trading in
securities of the Issuer. Notwithstanding such restriction, SBI
may sell or surrender securities of the Issuer owned by SBI in
connection with any merger, tender offer or other acquisition
transaction (including the Proposal) involving the Issuer. SBI's
decisions in such regard will be based upon the prevailing price
Page 5 of 9 Pages
<PAGE>
of such securities in the open market and/or in any negotiated
transactions, the value of the consideration being offered in the
merger, tender offer or other acquisition transaction involving
the securities of the Issuer, tax considerations and any other
relevant factors.
At such time as SBI terminates its internal
restrictions on proprietary trading in securities of the Issuer,
SBI at any time or from time to time may (i) acquire, or agree to
acquire, or acquire put or call options relating to, additional
shares of Class A Common Stock, Warrants or Units or other
securities of the Issuer, (ii) sell, or agree to sell, or sell
put or call options relating to, some of all such shares of Class
A Common Stock, Warrants or Units or such other securities of the
Issuer owned by SBI, in each such case in the open market, in
negotiated transactions or otherwise, (iii) exercise Warrants
owned by SBI for shares of Class A Common Stock, (iv) make or
receive proposals and enter into negotiations with respect to
such transactions and/or (v) surrender such shares of Class A
Common Stock, Warrants or Units or such other securities of the
Issuer owned by SBI in connection with any merger, tender offer
or other acquisition transaction (including this Proposal)
involving the Issuer. SBI's decisions in such regard will be
based upon the prevailing price of the shares of Class A Common
Stock, Warrants or Units or other such securities in the open
market and/or in any negotiated transactions, the value of the
consideration being offered in any merger, tender offer or other
acquisition transaction involving the securities of the Issuer,
tax considerations and any other relevant factors.
Other than as described above, SBI has no plans or
proposals that relate to or would result in any transactions
involving the Issuer or any of its subsidiaries or securities of
the type or kind listed in item 4 of Schedule 13D adopted by the
SEC under the 1934 Act.
Item 5. Interest in Securities of the Issuer.
(a-b) At the close of business on April 28, 1994, SBI
beneficially owned (a) 221,900 Warrants, representing the right
to receive, upon exercise thereof at the exercise price of $1,000
per 36 Warrants (payable in cash or the surrender of one
Zero-Coupon Note for each 36 Warrants exercised), 221,900 shares
of Class A Common Stock and (b) 25,911 Units, representing the
right to receive, upon exercise of the 932,796 Warrants included
in such Units, 932,796 shares of Class A Common Stock. In its
Quarterly Report on Form 10-Q for the quarterly period ended
December 27, 1993, the Issuer indicated that 20,520,630 shares of
Class A Common Stock were outstanding as of February 8, 1994.
Based on such information, the 1,154,696 shares of Class A Common
Stock deemed beneficially owned by SBI as of the close of
business on April 28, 1994 represent in the aggregate
Page 6 of 9 Pages
<PAGE>
approximately 5.33% of the shares of Class A Common Stock
outstanding (including shares issuable upon exercise of the
Warrants held by SBI).
In addition, at the close of business on April 28,
1994, SBI held a short position in 271,600 shares of Class A
Common Stock.
By reason of their relationship, Salomon Inc, SBHC and
SBI may be deemed to share dispositive power with respect to
Warrants owned by SBI and to share voting power and dispositive
power with respect to any shares of Class A Common Stock that SBI
would receive upon exercise of such Warrants.
Except as described above, neither SBI nor, to the best
knowledge of SBI, any of SBHC, Salomon Inc or the persons listed
in Annex A or Annex B hereto beneficially owned any shares of
Class A Common Stock, Warrants or Units at the close of business
on April 28, 1994.
(c) The dates, numbers of shares, Warrants or Units (as
the case may be) and prices per share, Warrant or Unit (as the
case may be) for all purchases and sales of Class A Common Stock,
Warrants and Units by SBI from February 28, 1994 through April
28, 1994 are shown on Annex C hereto, which is incorporated
herein by reference. All such purchases and sales of Class A
Common Stock and Warrants were effected on the New York Stock
Exchange, and all such purchases and sales of Units were effected
either on the New York Stock Exchange or in the over-the-counter
market.
Except as described above, neither SBI nor, to the best
knowledge of SBI, any of SBHC, Salomon Inc or the persons listed
on Annex A or Annex B hereto made any purchases or sales of Class
A Common Stock or Warrants or Units from February 28, 1994
through April 28, 1994.
(d-e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of The Issuer.
Except as describe in Item 4, neither SBI nor, to the
best knowledge of SBI, any of SBHC, Salomon Inc or the persons
listed on Annex A or Annex B hereto have any contracts,
arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer.
Item 7. Material to Be Filed as Exhibits.
None
Page 7 of 9 Pages
<PAGE>
ANNEXES
-------
A. Executive Officers and Directors of Salomon
Brothers Inc and Salomon Brothers Holding Company
Inc.
B. Executive Officers and Directors of Salomon Inc.
C. Description of purchases and sales of shares of
Class A Common Stock, Warrants and Units by
Salomon Brothers Inc from February 28, 1994
through April 28, 1994.
Page 8 of 9 Pages
<PAGE>
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: May 6, 1994
SALOMON BROTHERS INC
By /s/ Nancy B. Peretsman
----------------------------
Name: Nancy B. Peretsman
Title: Managing Director
Page 9 of 9 Pages
<PAGE>
May, 1994
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS INC AND
SALOMON BROTHERS HOLDING COMPANY INC
------------------------------------
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Jerome H. Bailey(1) Chief Financial Officer and
Chief Financial Officer and Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Richard J. Barrett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Rodney B. Berens(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Brock(1) Chief Administrative Officer and
Chief Administrative Officer Managing Director
and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(2) Director, Chairman and
Managing Director Chief Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Bruce C. Hackett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
William J. Jennings(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dennis J. Keegan(1) Managing Director
Managing Director Salomon Brothers Inc
Salomon Brothers
International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB
England
Martin L. Leibowitz(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John G. Macfarlane, III Treasurer and Managing Director
Treasurer and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(1)(2)(4) Chairman and Chief Executive
Chairman and Chief Executive Officer
Officer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
William A. McIntosh(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
2
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Robert H. Mundheim(1) Secretary and Managing Director
Secretary and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Shigeru Myojin(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Stephen J.D. Posford (1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
The officers and directors of Salomon Brothers Holding
Company Inc ("SBHC") are the same as those for Salomon Brothers
Inc.
Citizenship
Except as footnoted below, each of the individuals listed
above is a citizen of the United States.
- --------------------
(1) Member of the Executive Committee
(2) Director
(3) Citizen of Canada
(4) Citizen of Great Britain
3
<PAGE>
May, 1994
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS
OF SALOMON INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Dwayne O. Andreas Chairman of the Board and
Director Chief Executive
Archer Daniels Midland Company
Box 1470
Decatur, Illinois 62525
Jerome H. Bailey Chief Financial Officer
Chief Financial Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer and
Managing Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Warren E. Buffett(1) Chairman and Chief Executive
Director Officer
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Robert E. Denham(1) Director, Chairman and Chief
Director, Chairman and Chief Executive Officer
Executive Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Dr. Clair M. Fagin Interim President
Director University of Pennsylvania
121 College Hall
Philadelphia, Pennsylvania
19104
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
David C. Fisher Controller
Controller Salomon Inc
Seven World Trade Center
New York, New York 10048
Andrew J. Hall(2) Chairman and President
Director and Executive Phibro Division of Salomon Inc
Vice President 500 Nyala Farms
Westport, Connecticut 06880-
6262
Gedale B. Horowitz Senior Executive Director
Director and Executive Salomon Brothers Holding
Vice President Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John G. Macfarlane, III Treasurer
Treasurer Salomon Inc
Seven World Trade Center
New York, New York 10048
Treasurer and Managing Director
Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maugham(2) Chairman and Chief
Director and Executive Officer
Executive Vice President Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
William F. May(1) Chairman and Chief
Director Executive Officer
Statue of Liberty-Ellis Island
Foundation, Inc.
c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
2
<PAGE>
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Robert H. Mundheim Executive Vice President and
Executive Vice President and General Counsel
General Counsel Salomon Inc
Seven World Trade Center
New York, New York 10048
Charles T. Munger Vice Chairman
Director Berkshire Hathaway Inc.
355 So. Grand Avenue
Los Angeles, California 90071
Louis A. Simpson(1) Director, President and Chief
Director Executive Officer, Capital
Operations
GEICO Corporation
One Geico Plaza
5260 Western Avenue
Washington, D.C. 20076-0001
Robert G. Zeller(1) Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Citizenship
Except as footnoted below, each of the individuals listed
above is a citizen of the United States.
- ----------
(1) Member of the Executive Committee
(2) Citizen of Great Britain
<PAGE>
ANNEX C
Part I
Set forth below are the purchases and sales of shares
of Class A Common Stock, $0.01 pare value (the "Class A Common
Stock") by Salomon Brothers Inc from February 28, 1994 through
April 28, 1994. ("P" means purchase, and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
3/1/94 2,000 (P) $17.50
3/4/94 8,900 (P) $17.00
3/15/94 4,400 (P) $17.00
3/16/94 10,900 (P) $17.00
3/16/94 4,100 (P) $16.875
3/17/94 25,000 (P) $16.25
4/7/94 15,000 (P) $15.50
4/8/94 15,000 (P) $15.50
4/19/94 15,000 (P) $15.125
4/25/94 10,000 (P) $14.625
4/26/94 5,000 (P) $14.625
4/26/94 10,000 (P) $14.625
All purchases of Class A Common Stock listed above were
effected on the New York Stock Exchange.
Part II
Set forth below are the purchases and sales of warrants
("Warrants"), each exercisable for one share of Class A Common
Stock, by Salomon Brothers Inc from February 28, 1994 through
April 28, 1994. ("P" means purchase, and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
2/28/94 25,000(S) $1.625
3/7/94 2,000 (S) $1.75
3/9/94 500 (S) $1.625
3/9/94 49,500(S) $1.50
3/14/94 500 (S) $1.50
4/4/94 3,500 (S) $1.375
4/7/94 5,000 (S) $1.50
4/8/94 4,000 (S) $1.50
4/11/94 5,000 (P) $1.50
4/14/94 1,000 (S) $1.25
All purchases and sales of Warrants listed above were
effected on the New York Stock Exchange.
<PAGE>
Part III
Set forth below are the purchases and sales of units
("Units"), each consisting of a zero-coupon senior subordinated
note due 1997 in the face amount of $1,000 and 36 Warrants, by
Salomon Brothers Inc from February 27, 1994 through April 29,
1994. ("P" means purchase, and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
2/28/94 350 (S) $82.00
2/28/94 150 (S) $82.00
3/9/94 2,750 (P) $80.75
3/10/94 285 (S) $81.25
3/10/94 1,715 (S) $81.25
3/29/94 10 (S) $81.00
4/14/94 1 (S) $81.00
4/19/94 75 (S) $78.375
4/19/94 25 (S) $78.375
4/19/94 75 (S) $78.375
4/19/94 150 (S) $78.375
4/19/94 480 (S) $78.375
4/19/94 40 (S) $78.375
4/19/94 375 (S) $78.375
4/19/94 200 (S) $78.375
4/19/94 80 (S) $78.375
All purchases and sales of Units listed above were
effected on the New York Stock Exchange or in the
over-the-counter market.
2
