<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
American Media, Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
29354101
(CUSIP Number)
Roy F. Coppedge, III
Boston Ventures Management, Inc.
21 Custom House Street
Boston, Massachusetts 02110
(617) 737-3703
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
- with a copy to -
Laurence D. Weltman, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
(212) 821-8000
March 20, 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 [ ].
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).
SEC 1746 (12-91)
<PAGE>2
SCHEDULE 13D
CUSIP No. 29354101
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Macfadden Holdings, L.P., I.R.S. No. 222988045
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES --------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON --------- ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*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>3
SCHEDULE 13D
CUSIP No. 29354101
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Boylan
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
--------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,713,318
REPORTING
--------- ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
867,545.7
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
867,545.7
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
The reporting person disclaims beneficial ownership of the shares
owned by Boston Ventures Limited Partnership III , Boston Ventures
Limited Partnership IIIA, Peter J. Callahan and Maynard Rabinowitz.
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
*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>4
SCHEDULE 13D
CUSIP No. 29354101
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter J. Callahan
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
--------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,713,318
REPORTING
--------- ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
6,940,364.8
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,940,364.8
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
The reporting person disclaims beneficial ownership of the shares
owned by Boston Ventures Limited Partnership III, Boston Ventures
Limited Partnership IIIA, Michael J. Boylan and Maynard Rabinowitz.
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
*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>5
SCHEDULE 13D
CUSIP No. 29354101
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maynard Rabinowitz
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
--------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,713,318
REPORTING
--------- ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
867,545.7
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
867,545.7
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
The reporting person disclaims beneficial ownership of the shares
owned by Boston Ventures Limited Partnership III, Boston Ventures
Limited Partnership IIIA, Michael J. Boylan and Peter J. Callahan.
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
*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>6
SCHEDULE 13D
CUSIP No. 29354101
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Ventures Limited Partnership III, I.R.S. No. 043052121
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
--------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,713,318
REPORTING
--------- ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
6,299,590.7
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,018,591.0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,318,181.7
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
The reporting person disclaims beneficial ownership of the shares
owned by Michael J. Boylan, Peter J. Callahan, Maynard Rabinowitz
and Boston Ventures Limited Partnership IIIA
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*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>7
SCHEDULE 13D
CUSIP No. 29354101
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Ventures Limited Partnership IIIA, I.R.S. No. 043077486
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
--------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,713,318
REPORTING
--------- ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,660,464.1
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,059,216.0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,719,680.1
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
The reporting person disclaims beneficial ownership of the shares
owned by Michael J. Boylan, Peter J. Callahan, Maynard Rabinowitz
and Boston Ventures Limited Partnership III
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*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>8
SCHEDULE 13D
(Amendment No. 8)
This statement amends and restates in its entirety the
Schedule 13D as originally filed with the Securities and Exchange Commission
(the "SEC") on August 5, 1991 (the "Original Schedule 13D"), Amendment No. 1
thereto, as filed with the SEC on September 16, 1991 ("Amendment No. 1"),
Amendment No. 2 thereto, as filed with the SEC on January 6, 1992 ("Amendment
No. 2"), Amendment No. 3 thereto, as filed with the SEC on June 23, 1992
("Amendment No. 3"), Amendment No. 4 thereto, as filed with the SEC on July 14,
1993 ("Amendment No. 4"), Amendment No. 5 thereto, as filed with the SEC on May
9, 1994 ("Amendment No. 5"), Amendment No. 6 thereto, as filed with the SEC on
July 18, 1994 ("Amendment No. 6"), and Amendment No. 7 thereto, as filed with
the SEC on February 9, 1995 ("Amendment No. 7"). The Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6 and Amendment No. 7 are collectively referred to herein
as the "Schedule 13D"; each (except as noted below) was filed on behalf of GP
Group Acquisition Limited Partnership ("Acquisition Partnership"), Macfadden
Holdings, L.P., Boston Ventures Limited Partnership III and Boston Ventures
Limited Partnership IIIA pursuant to Rules 13d-1 and 13d-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Acquisition Partnership, a limited partnership whose general
partners consisted of the other reporting entities named above, was terminated
on June 30, 1993 as reported by Amendment No. 4, and thus no longer joins the
Schedule 13D as a reporting entity.
Item 1. Security and the Issuer.
This Statement relates to the Class A Common Stock, $.01 par
value (the "Class A Common Stock") of American Media, Inc. (formerly known as
Enquirer/Star Group, Inc. and referred to herein as the "Issuer"). The principal
executive offices of the Issuer are located at 600 East Coast Avenue, Lantana,
FL 33462.
Item 2. Identity and Background.
This Statement is being filed by Michael J. Boylan ("Boylan"),
Peter J. Callahan ("Callahan"), Maynard Rabinowitz ("Rabinowitz"), Macfadden
Holdings, L.P. ("Macfadden"), a Delaware limited partnersip, Boston Ventures
Limited Partnership III ("B.V. III"), a Massachusetts limited partnership, and
Boston Ventures Limited Partnership IIIA, a Massachusetts limited
<PAGE>9
partnership ("B.V. IIIA") (together, B.V. III and B.V. IIIA are referred to
herein as "Boston Ventures"). Boylan, Callahan, Rabinowitz, Macfadden and Boston
Ventures are sometimes collectively referred to herein as the "Reporting
Entities." The principal office of Macfadden is 223 Park Avenue, New York, NY
10003. The principal offices of each of B.V. III and B.V. IIIA are located at 21
Custom House Street, Boston, MA 02110.
The following list contains certain information regarding
Boylan, Callahan, Rabinowitz and Macfadden, each partner who is a general
partner of B.V. III and B.V. IIIA and each person controlling such general
partner. None of the Reporting Entities, any general partners referenced above,
or any of the persons listed below have, during the last 5 years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or been a party, during the last 5 years, to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
has been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws. Each of Boylan, Callahan and
Rabinowitz is a United States citizen.
<TABLE>
<CAPTION>
Name and Business
or Residence Address State of Organization Principal Business
- -------------------- --------------------- ------------------
<S> <C> <C>
Macfadden Holdings, L.P. Delaware Former holder of equity interest in the
223 Park Avenue Issuer and other entities
New York, NY 10003
Michael J. Boylan N/A Vice Chairman, Publishing Operations and
476 Navesink River Road Director of the Issuer
Red Bank, NJ 07701
Peter J. Callahan N/A Chairman, President, Chief Executive Officer
c/o American Media, Inc. and Director of the Issuer
600 East Coast Avenue
Lantana, FL 33461
Maynard Rabinowitz N/A Vice Chairman, Finance, Administration and
c/o American Media, Inc. Legal Affairs, Secretary and Director of the
600 East Coast Avenue Issuer
Lantana, FL 33461
</TABLE>
<PAGE>10
<TABLE>
<CAPTION>
Name and Business
or Residence Address State of Organization Principal Business
- -------------------- --------------------- ------------------
<S> <C> <C>
Boston Ventures Limited Partnership III Massachusetts Holder of equity interests in the Issuer;
21 Custom House Street investor in other communications businesses
Boston, MA 02110
Boston Ventures Limited Partnership IIIA Massachusetts Holder of equity interests in the Issuer;
21 Custom House Street investor in other communications businesses
Boston, MA 02110
Boston Ventures Company Massachusetts General Partner of B.V. III and B.V. IIIA
Limited Partnership III
21 Custom House Street
Boston, MA 02110
Anthony J. Bolland N/A Special Limited Partner of Boston Ventures
c/o Boston Ventures Management, Inc. Company Limited Partnership III; Vice
21 Custom House Street President and Director of the Issuer;
Boston, MA 02110 Director of Boston Ventures Management, Inc.
Roy F. Coppedge, III N/A General Partner of Boston Ventures Company
c/o Boston Ventures Management, Inc. Limited Partnership III; Vice President and
21 Custom House Street Director of the Issuer; Director of Boston
Boston, MA 02110 Ventures Management, Inc.
Martha H.W. Crowninshield N/A General Partner of Boston Ventures Company
c/o Boston Ventures Management, Inc. Limited Partnership III; Director of Boston
21 Custom House Street Ventures Management, Inc.
Boston, MA 02110
William F. Thompson N/A General Partner of Boston Ventures Company
c/o Boston Ventures Management, Inc. Limited Partnership III; Director of Boston
21 Custom House Street Ventures Management, Inc.
Boston, MA 02110
Richard C. Wallace N/A General Partner of Boston Ventures Company
c/o Boston Ventures Management, Inc. Limited Partnership III; Director of Boston
21 Custom House Street Ventures Management, Inc.
Boston, MA 02110
James M. Wilson N/A Special Limited Partner of Boston Ventures
c/o Boston Ventures Management, Inc. Company Limited Partnership III; Director of
21 Custom House Street Boston Ventures Management, Inc.
Boston, MA 02110
</TABLE>
<PAGE>11
Item 3. Source and Amount of Funds or Other Compensation.
As disclosed in the Original 13D, on July 9, 1991, pursuant to
the recapitalization of the Issuer's capital stock in which certain shares of
the Issuer's existing common stock became shares of Class C Common Stock, $.01
par value, of the Issuer (the "Class C Common Stock" and, together with the
Class A Common Stock the "Common Stock"), the Issuer issued 23,238,829.8 shares
of Class C Common Stock to Acquisition Partnership. On July 26, 1991, certain
members of the Issuer's management, in liquidation of their partnership interest
in Acquisition Partnership, received 1,756,151 shares of Class A Common Stock
from Acquisition Partnership. Furthermore, on July 26, 1991, Boston Ventures
exchanged $14,225,000 par value of 15% senior subordinated discount notes due
1999 issued by the Issuer (the "Subordinated Notes") for 1,033,006 shares of
Class A Common Stock. As disclosed in Amendment No. 1, as of August 1, 1991,
Macfadden purchased a total of 361,552.1 shares from Boston Ventures at a price
of $14 per share in exchange for a note, due July 31, 1992, bearing interest at
the rate of 13.1429%.
The Class C Common Stock is convertible into Class A Common
Stock on a share-for-share basis at any time at the option of the holder. The
Class C Common Stock also will automatically convert into Class A Common Stock
upon any transfer to a non-affiliate (as defined in the Restated Certificate of
Incorporation, as amended, of the Issuer) of Acquisition Partnership.
As disclosed in Amendment No. 3, in connection with the public
offering by the Issuer of 4,860,000 warrants (the "Public Warrants") to purchase
the same number of shares of Class A Common Stock and the public offering of
$135,000,000 Zero Coupon Senior Subordinated Notes due 1997 (collectively, the
"Unit Offering"), the Issuer acquired warrants from Acquisition Partnership (the
"Partnership Warrants") which provide for the purchase of the same number of
shares of Class A Common Stock as are purchasable under the Public Warrants. The
Company acquired the Partnership Warrants for approximately $12,879,000 (or
$2.65 per Partnership Warrant). The Warrant Purchase Agreement, dated as of May
1, 1992, between Acquisition Partnership and the Issuer (the "Warrant
Agreement") contained the terms and conditions under which the Partnership
Warrants were issued. These terms are substantially identical to the those of
the Public Warrants. The Partnership Warrants expire on May 25, 1997. The Issuer
intends, subject to certain timing considerations, to exercise the Partnership
Warrants to the extent of any exercise of the Public Warrants.
By the terms of its Agreement of Limited Partnership,
Acquisition Partnership was terminated on June 30, 1993 and its shares were
distributed to its partners. Upon the dissolution of Acquisition Partnership all
obligations under the Warrant Agreement were assumed by its partners, including
Macfadden and Boston Ventures. As disclosed in Amendment No. 4, Acquisition
Partnership's partners received the following numbers of shares of Class C
Common Stock:
Macfadden 8,852,301.2 shares
B.V. III 9,786,805.7 shares
B.V. IIIA 2,579,602.1 shares
<PAGE>12
The number of shares distributed was based on an allocation
formula utilizing the average closing price of the Class A Common Stock for the
date of termination of Acquisition Partnership and the prior four business days.
Such average price was $16.225 per share.
Of the shares listed above, Macfadden has placed 2,130,284
shares into escrow, B.V. III has placed 2,112,824 shares into escrow and B.V.
IIIA has placed 556,896 shares into escrow to satisfy the obligations of
Acquisition Partnership to sell shares of Class A Common Stock to the Issuer
pursuant to the Partnership Warrants.
As disclosed in Amendment No. 7, on December 31, 1994, three
limited partners of Macfadden withdrew from the partnership and received a
liquidating distribution from Macfadden of 538,397 shares of Common Stock. Since
shares of Class C Common Stock automatically convert to shares of Class A Common
Stock upon any transfer to a non-affiliate of Acquisition Partnership, 516,704
shares of Class C Common Stock held by Macfadden were converted into an equal
number of shares of Class A Common Stock and Macfadden provided an additional
21,693 shares of Class A Common Stock to make the distribution
On January 3, 1995, the Issuer paid a special dividend of
$7.00 per share to its shareholders of record, which event resulted in, on a pro
rata basis, an additional 4,329,604 shares of Common Stock of the Issuer being
purchaseable from Boston Ventures and Macfadden under the Partnership Warrants.
Accordingly, Boston Ventures and Macfadden placed an additional 4,329,604 shares
of Common Stock in escrow.
On March 20, 1997, Macfadden effected a current distribution
of all its shares of Common Stock consisting of 339,859 shares of Class A Common
Stock and 8,335,597.2 shares of Class C Common Stock to its general partners,
Boylan, Callahan and Rabinowitz. In connection therewith, Boylan, Callahan and
Rabinowitz agreed to guarantee the obligations of Macfadden under the
Partnership Warrants should Macfadden default on any such obligations, and they
placed their shares of Common Stock in escrow to satisfy their obligations under
such guarantee. The following chart shows the amount of the distribution to each
general partner:
Class C Common Stock Class A Common Stock
Michael J. Boylan 833,559.7 33,986.0
Peter J. Callahan 6,668,477.8 271,887.0
Maynard Rabinowitz 833,559.7 33,986.0
<PAGE>13
Item 4. Purpose of Transaction.
The shares of Class A Common Stock and Class C Common Stock
beneficially owned by the Reporting Entities on the date hereof were acquired
for investment as part of the general investment purpose of Boston Ventures and
Macfadden to hold equity and other interests in the Issuer.
Boston Ventures, Boylan, Callahan and Rabinowitz may from time
to time acquire additional shares of Class A Common Stock and Class C Common
Stock through open market or privately negotiated transactions depending on
existing market conditions and other considerations. Each of Boston Ventures,
Boylan, Callahan and Rabinowitz intends to review its or his investment in the
Issuer on a continuing basis and, depending upon the price and availability of
the Class A Common Stock or Class C Common Stock, subsequent developments
affecting the Issuer, the Issuer's business and prospects, other investment and
business opportunities available, general stock market conditions and
other factors considered relevant, may decide at any time to increase or to
decrease the size of its or his investment in the Issuer.
Except as described herein, neither the Reporting Entities
nor, to the best of their knowledge, any person listed in Item 2 has any present
plans or intentions which would result in or relate to any transaction described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to Rule 13d-3(d) of the Securities Exchange Act,
the Reporting Entities are deemed to own beneficially the shares of Class A
Common Stock issuable upon conversion of the Class C Common Stock. Assuming full
conversion of the Class C Common Stock owned thereby and assuming the exercise
of none of the Partnership Warrants, the following table sets forth, as of the
close of business on March 20, 1997, the beneficial ownership of each Reporting
Entity, each general partner of such Reporting Entities, and each person
controlling such partners. 21,070,756 shares of Class A Common Stock were
outstanding on March 20, 1997.
<TABLE>
<CAPTION>
Amount of Beneficial Percent of Class A
Ownership Common Stock Percent of Voting
(1) (2) Power (2)
-------------------- ------------------- -----------------
<S> <C> <C> <C>
Macfadden Holdings, L.P. 0 0 0
Michael J. Boylan 867,545.7 2.1 2.1
Peter J. Callahan 6,940,364.8 16.6 16.6
Maynard Rabinowitz 867,545.7 2.1 2.1
Boston Ventures Limited Partnership III 10,318,181.7 24.7 24.7
Boston Ventures Limited Partnership IIIA 2,719,680.1 6.5 6.5
Boston Ventures Company Limited Partnership 13,037,861.8 31.2 31.2
III
Anthony J. Bolland 13,037,861.8 31.2 31.2
Roy F. Coppedge, III 13,037,861.8 31.2 31.2
</TABLE>
<PAGE>14
<TABLE>
<CAPTION>
Amount of Beneficial Percent of Class A
Ownership Common Stock Percent of Voting
(1) (2) Power (2)
-------------------- ------------------- -----------------
<S> <C> <C> <C>
Martha H.W. Crowninshield 13,037,861.8 31.2 31.2
William F. Thompson 13,037,861.8 31.2 31.2
Richard C. Wallace 13,037,861.8 31.2 31.2
James M. Wilson 13,037,861.8 31.2 31.2
- -----------------------------
<FN>
(1) Except for 671,454 shares of Class A Common Stock beneficially owned by
Boston Ventures, Boston Ventures Company Limited Partnership III,
Messrs. Bolland, Coppedge, Thompson, Wallace and Wilson and Ms.
Crowninshield, of which 531,376 are held by B.V. III and 140,078 are
held by B.V. IIIA, and except for 33,986, 271,887 and 33,986 shares of
Class A Common Stock beneficially owned by Boylan, Callahan and
Rabinowitz, respectively, all shares reflected are shares of Class C
Common Stock.
Boston Ventures Company Limited Partnership III, as the sole general
partner of each of B.V. III and B.V. IIIA, is deemed to be the
beneficial owner of the shares of Common Stock beneficially owned by
such limited partnerships and to have shared voting and investment
power with respect to such shares.
As previously disclosed in Amendment No. 4, Macfadden and Boston
Ventures have entered into a Stockholders, Registration Rights and
Voting Agreement, dated as of April 8, 1993 (the "Stockholders
Agreement"), which became effective on the termination of Acquisition
Partnership. Pursuant to the Stockholders Agreement, Macfadden and
Boston Ventures are obligated to vote for certain persons as directors
of the Issuer and jointly on certain other matters affecting the Issuer
including mergers and consolidations, sales of substantially all
assets, authorization of additional shares of existing classes of
stock, liquidation or dissolution or changes to the Certificate of
Incorporation or by-laws which would have an adverse effect on any of
the parties. Upon the distribution of the shares of Class A Common
Stock and Class C Common Stock by Macfadden to Boylan, Callahan and
Rabinowitz on March 20, 1997, Boylan, Callahan and Rabinowitz have
assumed such
<PAGE>15
obligations of Macfadden. As a result of the Stockholders Agreement,
Boylan, Callahan, Rabinowitz and Boston Ventures may be deemed to have
shared voting power with respect to the shares of Class C Common Stock
and Class A Common Stock of the Issuer held by them. If so deemed, the
number of shares of Common Stock beneficially owned by the persons
specified above would be 21,713,318 and the percentage of voting power
specified above for all persons listed would be 52.0%.
(2) The stated percentages reflect combined power of all classes of common
stock to vote for directors. Class A Common Stock has one vote per
share on all matters. Class C Common Stock has three votes per share on
all matters. The percentages of voting power indicated reflect the
power of Class A Common Stock into which the Class C Common Stock is
convertible. If the Class C Common Stock were not converted, the
percentages of voting power of the Issuer's outstanding Common Stock in
respect of such stock would be approximately 3.0%, 24.4% and 3.0% for
Boylan, Callahan and Rabinowitz, respectively, 35.9% for B.V. III, 9.5%
for B.V. IIIA, and 47.0% for Boston Ventures Company Limited
Partnership III, Messrs. Bolland, Coppedge, Thompson, Wallace and
Wilson and Ms. Crowninshield. If Boylan, Callahan, Rabinowitz and
Boston Ventures are deemed to have shared voting power as a result of
the Stockholders Agreement, the percentage of voting power of all
persons listed would be 75.8%.
</FN>
</TABLE>
None of the Reporting Entities nor, to any of their knowledge,
any person listed in Item 2, beneficially owns or has the right to acquire or
dispose of, directly or indirectly, any Common Stock except pursuant to the
conversion of Class C Common Stock to Class A Common Stock as described herein
and except as discussed above in Item 3 herein.
(b) See footnotes 1 and 2 to Item 5(a) above. Each of Messrs.
Bolland, Coppedge, Thompson, Wallace and Wilson and Ms. Crowninshield, in his or
her respective capacity as general or special limited partner of Boston Ventures
Company Limited Partnership III, is deemed to be the beneficial owner of the
shares of Class C Common Stock beneficially owned by Boston Ventures Company
Limited Partnership III and to have shared voting and investment power with
respect to such shares.
(c) Except for the current distribution of shares of Common
Stock from Macfadden to Boylan, Callahan and Rabinowitz on March 20, 1997, none
of the Reporting Entities nor, to the best of their knowledge, any person listed
in this Item 5, has
<PAGE>16
affected any transactions in the Class A Common Stock during the preceding
60 days.
(d) Except as set forth in this Item 5, no person other than
each respective record owner referred to herein is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Class A Common Stock.
(e) On March 20, 1997, Macfadden ceased to be the record owner
of more than five percent of the Class A Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Reference is made to Item 5 for a description of the voting
agreements contained in the Stockholders Agreement. The Stockholders Agreement
also grants certain registration rights to the former partners of Acquisition
Partnership with respect to the shares of Common Stock held by them. Macfadden's
rights thereunder were assigned to Boylan, Callahan and Rabinowitz on March 20,
1997.
Other than the agreements referred to in this Item 6 or in
above Items 3 or 5 herein, there are no contracts, agreements or arrangements
with respect to the securities of the Issuer which require disclosure pursuant
to the instructions for this Item 6.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Warrant Purchase Agreement between
Acquisition Partnership and the Issuer,
dated as of May 1, 1992 (incorporated by
reference to Exhibit No. 1 to Amendment
No. 3, filed with the Securities and
Exchange Commission on June 23, 1992).
Exhibit 2. Stockholders' Registration Rights and
Voting Agreement by and among the Issuer,
Macfadden, Boston Ventures, The Scottish
Investment Trust PLC and CBC Capital
Partners Inc., dated as of April 8, 1993
(Incorporated by reference to Exhibit No.
1 to Amendment No. 4, filed with the
Securities and Exchange Commission on
July 14, 1993).
<PAGE>17
Exhibit 3. Joint Filing Agreement, by and among
Boylan, Callahan, Rabinowitz, Macfadden
and Boston Ventures, dated
April 15, 1997.
<PAGE>18
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: April 15, 1997
MACFADDEN HOLDINGS, L.P.
By:/s/ Maynard Rabinowitz
Maynard Rabinowitz
General Partner
BOSTON VENTURES LIMITED
PARTNERSHIP III
By: Boston Ventures Company Limited Partnership
III, Its General Partner
By:/s/ Roy F. Coppedge, III
Roy F. Coppedge, III
General Partner of Boston Ventures
Company Limited Partnership III
BOSTON VENTURES LIMITED
PARTNERSHIP IIIA
By: Boston Ventures Company Limited
Partnership III, Its General Partner
By:/s/ Roy F. Coppedge, III
Roy F. Coppedge, III
General Partner of Boston Ventures
Company Limited Partnership III
/s/ Peter J. Callahan
Peter J. Callahan
/s/ Michael J. Boylan
Michael J. Boylan
/s/ Maynard Rabinowitz
Maynard Rabinowitz
<PAGE>
Exhibit 3
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent it knows or has reason to believe that such information is
inaccurate. This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: April 15, 1997
MACFADDEN HOLDINGS, L.P.
By:/s/ Maynard Rabinowitz
Maynard Rabinowitz
General Partner
BOSTON VENTURES LIMITED
PARTNERSHIP III
By: Boston Ventures Company Limited Partnership
III, Its General Partner
By:/s/ Roy F. Coppedge, III
Roy F. Coppedge, III
General Partner of Boston Ventures
Company Limited Partnership III
<PAGE>2
BOSTON VENTURES LIMITED
PARTNERSHIP IIIA
By: Boston Ventures Company Limited
Partnership III, Its General Partner
By:/s/ Roy F. Coppedge, III
Roy F. Coppedge, III
General Partner of Boston Ventures
Company Limited Partnership III
/s/ Michael J. Boylan
Michael J. Boylan
/s/ Peter J. Callahan
Peter J. Callahan
/s/ Maynard Rabinowitz
Maynard Rabinowitz
