<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
AMERICAN MEDIA, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
AMERICAN MEDIA, INC.
600 EAST COAST AVENUE
LANTANA, FLORIDA 33464
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 1997
You are cordially invited to attend The Annual Meeting of Stockholders of
American Media, Inc. (the "Company") which will be held at The Ritz-Carlton
Hotel, 100 South Ocean Boulevard, Manalapan, Florida on Wednesday, August 13,
1997 at 9:30 a.m., local time, for the following purposes:
1. To elect eleven directors.
2. To approve an amendment to the American Media, Inc. Stock Option
Plan, to increase the number of shares of the Company's Class A Common
Stock authorized to be issued under the Plan.
3. To ratify the selection of Arthur Andersen LLP as independent
certified public accountants of the Company for the fiscal year ending
March 30, 1998.
4. To transact such other business as may properly come before the
meeting.
These matters are described in detail in the attached Proxy Statement.
The record date for stockholders entitled to notice of, and to vote at, the
Annual Meeting or any postponements or adjournments thereof is the close of
business on the record date of June 19, 1997.
It is important that your shares be represented at the Annual Meeting
regardless of the size of your holdings. Whether or not you intend to be present
at the meeting in person, we urge you to please mark, date and sign the enclosed
Proxy card and return it in the envelope provided for that purpose, which does
not require postage. If you receive more than one Proxy card because you own
shares of more than one class of common stock or because you own shares
registered in different names or at different addresses, each Proxy card should
be completed and returned.
By Order of the Board of Directors
MAYNARD RABINOWITZ
Secretary
Lantana, Florida
June 27, 1997
YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
<PAGE> 3
AMERICAN MEDIA, INC.
------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 1997
------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of American Media, Inc. (the "Company") for
use at its Annual Meeting of Stockholders to be held at The Ritz-Carlton Hotel,
100 South Ocean Boulevard, Manalapan, Florida, at 9:30 a.m., local time, on
Wednesday, August 13, 1997, and at any postponement or adjournment thereof. This
Proxy Statement and the accompanying Proxy Card are first being sent to
stockholders on or about June 27, 1997. The Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1997 (the "Annual Report"), will be
delivered to the stockholders on or before the time of delivery of the other
proxy materials.
The Company's executive offices are located at 600 East Coast Avenue,
Lantana, Florida 33464 (telephone (561) 540-1000).
OUTSTANDING SHARES AND VOTING RIGHTS
The record date for stockholders entitled to notice of, and to vote at, the
Annual Meeting or any postponements or adjournments thereof is the close of
business on the record date of June 19, 1997 (the "Record Date"). The Company's
voting securities entitled to be voted at the Annual Meeting consist of two
classes of $.01 par value Common Stock -- Class A Common Stock (the "Class A
Stock") and Class C Common Stock (the "Class C Stock") (collectively, the
"Common Stock"). Holders of Class A Stock have one vote per share on all matters
and holders of Class C Stock have three votes per share on all matters. For all
matters to be considered at the Annual Meeting, the shares of Class A Stock and
Class C Stock will vote together and not as separate classes.
As of the Record Date, there were outstanding 21,073,678 shares of Class A
Stock and 20,702,005 shares of Class C Stock. A quorum (the presence in person
or by proxy of a majority of the number of votes to which holders of the issued
and outstanding shares of the Class A Stock and Class C Stock are entitled to
cast) is required for any vote taken at the Annual Meeting to be deemed valid.
When a quorum is present, the affirmative vote of the majority of the votes,
present in person or by proxy, to which holders of the shares of the Class A
Stock and Class C Stock are entitled to cast is required for the election of
each director and the ratification of the selection of independent certified
public accountants and the approval of any other matter which is submitted to a
vote of the stockholders at the Annual Meeting; except that, the affirmative
vote of the holders of a majority of the outstanding shares of Class A Stock and
Class C Stock present in person or by proxy at the Annual Meeting is required
for approval of the amendment to the Company's Stock Option Plan.
Abstentions from voting will be included for purposes of determining
whether a quorum is present and whether the requisite number of affirmative
votes are received on any matters submitted to the stockholders for vote, and
will have the same effect as a vote against all matters submitted to the
stockholders for a vote, except for election of directors. A vote withheld from
any director nominee has the same effect as a vote against that nominee. If a
broker indicates on the proxy that it does not have discretionary authority as
to
<PAGE> 4
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote in respect to that matter.
As of the Record Date, Boston Ventures Limited Partnership III and Boston
Ventures Limited Partnership IIIA (collectively "Boston Ventures") and Peter J.
Callahan, Michael J. Boylan and Maynard Rabinowitz, partners in Macfadden
Holdings L.P. ("Macfadden L.P.") collectively owned beneficially, Common Stock
representing approximately 75.9% of the combined voting power of the outstanding
Common Stock to be voted at the Annual Meeting for the election of directors,
based upon 4.8% of the voting power of the Class A Stock, and 100% of the voting
power of the Class C Stock. Since a majority of the affirmative votes and/or
shares of Class A Stock and Class C Stock voting together is required, Boston
Ventures and Messrs. Callahan, Boylan and Rabinowitz voting together are able to
elect the entire Board of Directors of the Company and, in general, to determine
the outcome of any other matter submitted to the stockholders for approval,
including the selection of the Company's independent certified public
accountants. See "Proposal 1 -- Election of Directors" for a description of the
provisions of the Stockholders Agreement relating to voting for nominees of
Boston Ventures or Messrs. Callahan, Boylan and Rabinowitz.
Proxies properly executed and returned in a timely manner will be voted at
the Annual Meeting and at any postponement or adjournment thereof in accordance
with the directions specified therein. If no directions are indicated, the
shares represented by the proxy will be voted FOR the election of all nominees
named herein as directors, FOR approval of the amendment to the Company Stock
Option Plan, FOR ratification of the selection of the independent certified
public accountants and on other matters presented for a vote, in accordance with
the judgment of the persons acting under the proxies.
Each stockholder giving a proxy has the power to revoke it any time before
it is voted, either in person at the Annual Meeting, by written notice to the
Secretary of the Company or by delivery of a later-dated proxy.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of May 26, 1997, unless otherwise noted,
(1) the ownership of each class of the Company's voting securities by holders
known by the Company to be beneficial owners of more than 5% of the outstanding
shares of any class; and (2) the beneficial ownership of each class of the
Company's equity securities by the Company's (a) directors and nominees (listed
by name), (b) the Company's chief executive officer and its four other most
highly compensated executive officers for the fiscal year ended March 31, 1997,
and (c) directors and executive officers as a group, without naming them.
<TABLE>
<CAPTION>
CLASS A CLASS C
-------------------- --------------------
AMOUNT AND AMOUNT AND
NATURE OF PERCENT NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS OWNERSHIP CLASS
------------------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Boston Ventures Limited Partnership III(1).............. 1,011,313 4.8% 20,702,005 100%
21 Custom House Street
Boston, Massachusetts 02109
Boston Ventures Limited Partnership IIIA(1)............. 1,011,313 4.8% 20,702,005 100%
21 Custom House Street
Boston, Massachusetts 02109
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
CLASS A CLASS C
-------------------- --------------------
AMOUNT AND AMOUNT AND
NATURE OF PERCENT NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS OWNERSHIP CLASS
------------------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Peter J. Callahan(1).................................... 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 East Coast Avenue
Lantana, Florida 33464
Michael J. Boylan(1).................................... 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 East Coast Avenue
Lantana, Florida 33464
Maynard Rabinowitz(1)................................... 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 East Coast Avenue
Lantana, Florida 33464
Anthony J. Bolland(2)................................... 1,011,313 4.8% 20,702,005 100%
c/o Boston Ventures Management, Inc.
21 Custom House Street
Boston, Massachusetts 02109
Roy F. Coppedge, III(2)................................. 1,011,313 4.8% 20,702,005 100%
c/o Boston Ventures Management, Inc.
21 Custom House Street
Boston, Massachusetts 02109
Ariel Capital Management, Inc.(3)....................... 6,076,425 28.8% -- --
307 North Michigan Avenue
Suite 500
Chicago, Illinois 60601
Ryback Management Corporation(4)........................ 3,255,500 15.5% -- --
7711 Carondelet Avenue, Suite 700
P.O. Box 16900
St Louis, MO 63105
Yacktman Asset Management Company(5).................... 1,577,900 7.5% -- --
303 W. Madison Street Suite 1925
Chicago, IL 60606
Gardner Investments, Inc.(6)............................ 1,083,804 5.1% -- --
223 E. Chestnut Street
Lancaster, PA 17602
Barry Baker............................................. 1,000 * -- --
Iain Calder............................................. -- -- -- --
Steven B. Dodge......................................... -- -- -- --
Gerald S. Hobbs......................................... -- -- -- --
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
CLASS A CLASS C
-------------------- --------------------
AMOUNT AND AMOUNT AND
NATURE OF PERCENT NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS OWNERSHIP CLASS
------------------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Anthony S. Hoyt(7)...................................... 20,267 * -- --
Gerry M. Ritterman...................................... -- -- -- --
Roger Wood.............................................. 68,420 * -- --
All directors, nominees and executive officers as a
group (21 persons).................................... 1,797,145(8) 8.5% 20,702,005 100.0%
</TABLE>
- - ---------------
* Less than 1% of Class.
(1) Pursuant to a Stockholders, Registration Rights and Voting Agreement,
originally dated April 8, 1993 (the "Stockholders Agreement"), each of
Boston Ventures Limited Partnership III, Boston Ventures Limited Partnership
IIIA, Peter J. Callahan, Michael J. Boylan and Maynard Rabinowitz is deemed
to have shared voting power (but not shared investment power) with respect
to the shares of Class A Stock and Class C Stock owned of record by them and
are thus the beneficial owners of such shares. Boston Ventures Limited
Partnership III has sole or shared investment power with respect to 531,376
shares of Class A Stock and 9,786,806 shares of Class C Stock. Boston
Ventures Limited Partnership III disclaims beneficial ownership of all
shares of Class A Stock and Class C Stock other than those shares as to
which it has sole or shared investment power. Boston Ventures Limited
Partnership IIIA has sole or shared investment power with respect to 140,078
shares of Class A Stock and 2,579,602 shares of Class C Stock. Boston
Ventures Limited Partnership IIIA disclaims beneficial ownership of all
shares of Class A Stock and Class C Stock other than those shares as to
which it has sole or shared investment power. Mr. Callahan has sole
investment power with respect to 271,887 shares of Class A Stock and
6,668,477.8 shares of Class C Stock and disclaims beneficial ownership of
all other shares of Class A Stock and Class C Stock. Mr. Boylan has sole
investment power with respect to 33,986 shares of Class A Stock and
833,559.7 shares of Class C Stock and disclaims beneficial ownership of all
other shares of Class A Stock and Class C Stock. Mr. Rabinowitz has sole
investment power with respect to 33,986 shares of Class A Stock and
833,559.7 shares of Class C Stock and disclaims beneficial ownership of all
other shares of Class A Stock and Class C Stock. Boston Ventures Company
Limited Partnership III, as the sole general partner of each of Boston
Ventures Limited Partnership III and Boston Ventures Limited Partnership III
A, is deemed to be the beneficial owner of the shares of Class A Stock and
Class C Stock beneficially owned by such limited partnerships. Boston
Ventures Company Limited Partnership III disclaims beneficial ownership of
all shares of Class A Stock and Class C Stock as to which each of Messrs.
Callahan, Boylan and Rabinowitz has sole or shared investment power. The
partnership agreement governing Boston Ventures requires Boston Ventures to
terminate, and distribute its assets, including any Company Common Stock
then held, to its partners no later than March 31, 2001.
(2) Each of these persons, as well as each of Ms. Martha H. W. Crowninshield and
Messrs. William F. Thompson, Richard C. Wallace and James M. Wilson in their
respective capacities as partners of Boston Ventures Company Limited
Partnership III, is deemed to be the beneficial owner of the shares of Class
A Stock and Class C Stock beneficially owned by Boston Ventures Company
Limited Partnership III. These persons disclaim beneficial ownership of all
shares of Class A Stock and Class C Stock as to which each of Messrs.
Callahan, Boylan and Rabinowitz has sole or shared investment power. See
footnote 1.
(3) As of April 30, 1997, shares are owned on behalf of 29 investment advisory
clients of Ariel Capital Management, Inc. ("Ariel Capital"), in its capacity
as investment advisor. Ariel Capital has sole voting
4
<PAGE> 7
power over 5,697,825 shares of Class A Stock and has sole dispositive power
over 6,076,425 shares of Class A Stock. Ariel Capital disclaims beneficial
ownership of all of these shares.
(4) As of May 7, 1997, 3,255,500 shares of Class A Stock were held in a
fiduciary capacity by Ryback Management Corporation and/or Lindner Growth
Fund ("Ryback"). Ryback beneficially owned 2,631,900 shares of Class A Stock
held by Lindner Growth Fund and 623,600 shares of Class A Stock managed by
Ryback Management Corporation. Ryback has sole voting and dispositive power
over said 3,255,500 shares of Class A Stock.
(5) Based upon information as of May 2, 1997 by Yacktman Asset Management
Company ("Yacktman"), 1,577,900 shares of Class A Stock are held by
investment advisory clients of Yacktman, including the Yacktman Fund, Inc.
Yacktman has sole voting power over 269,000 of said shares and sole
dispositive power over 1,577,900 of said shares.
(6) As of May 5, 1997, Gardner Investments, Inc. ("Gardner"), an investment
advisory firm, holds 1,083,804 shares of Class A Stock, in 280 client
accounts, of which no single account owns more than 5% of the outstanding
Class A Stock. Gardner has investment power over said shares but no voting
power and disclaims beneficial ownership of all of these shares.
(7) Includes 16,667 shares of Class A Stock subject to existing stock options
which are exercisable within 60 days of April 30, 1997.
(8) Also includes 227,000 shares of Class A Stock subject to existing stock
options which are exercisable within 60 days of April 30,1997.
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
Eleven directors are to be elected at the Annual Meeting. The persons named
below have been designated by the Board as nominees for election as directors,
to serve until the next Annual Meeting of Stockholders or until their successors
are duly elected and qualified. In the event any nominee becomes unavailable to
serve, the proxies will be voted for the election of the balance of those named
and a substitute nominee selected by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will be unable to serve.
The names of the nominees and information about them are set forth below.
PETER J. CALLAHAN, age 55, is Chairman, President and Chief Executive
Officer of the Company. Mr. Callahan joined the Company's predecessor in 1989.
Mr. Callahan is also the owner, with others, of companies publishing
approximately 50 magazines, including general interest magazines and trade
publications. The companies include Macfadden Publishing, Inc., The
Sterling/Macfadden Partnership and Macfadden Trade Publishing LLC (collectively,
the "Macfadden Companies"). Mr. Callahan has been a director of the Company
since its inception in 1990.
BARRY BAKER, age 44, has been Chief Executive Officer of River City
Broadcasting, L.P. ("River City") since 1988. River City owns and operates 28
television stations and 34 radio stations. Mr. Baker is the President of Better
Communications, Inc., which is the General Partner of River City. In June, 1996,
Sinclair Broadcasting Group, which owns and operates 30 television stations and
28 radio stations agreed to acquire River City. Mr. Baker serves as a consultant
to Sinclair Broadcast Group and Sinclair Communications, Inc. (collectively
"Sinclair") and will be the Chief Executive Officer of Sinclair Communications,
Inc. upon the
5
<PAGE> 8
pending Federal Communications Commission approval of the Sinclair/River City
acquisition. He also serves on the ABC Board of Governors and the FOX
Broadcasting Board of Governors and is the current Chairman of the Television
Bureau of Advertising. Mr. Baker has been a director of the Company since
November, 1995.
ANTHONY J. BOLLAND, age 44, is a Vice President of the Company. Mr. Bolland
joined the Company's predecessor in 1989. Since 1983, Mr. Bolland has been a
partner of Boston Ventures Company Limited Partnership III and its predecessors,
the general partner of Boston Ventures, which together with its affiliates have
made 39 investments totaling $974 million (predominantly in the media and
communications industry) since 1983. Mr. Bolland has been a director of the
Company since its inception in 1990.
MICHAEL J. BOYLAN, age 50, is Vice Chairman, Publishing Operations of the
Company. Mr. Boylan joined the Company's predecessor in 1989. Mr. Boylan is also
a part owner of certain of the Macfadden Companies. Mr. Boylan has been a
director of the Company since its inception in 1990.
IAIN CALDER, age 58, is Executive Vice President, and has been employed by
the Company, its subsidiaries and predecessors in various executive and
editorial positions for over 30 years. Mr. Calder has been a director of the
Company since its inception in 1990.
ROY F. COPPEDGE III, age 49, is a Vice President of the Company. Mr.
Coppedge joined the Company's predecessor in 1989. Since 1983, Mr. Coppedge has
been a partner of Boston Ventures Company Limited Partnership III and its
predecessors, the general partner of Boston Ventures. Mr. Coppedge has been a
director of the Company since its inception in 1990.
STEVEN B. DODGE, age 51, has been the Chairman and Chief Executive Officer
of American Radio Systems Corp. (or predecessor companies), a radio broadcasting
company which owns 94 radio stations in 19 markets, since 1988. Mr. Dodge has
been a director of the Company since 1992.
GERALD S. HOBBS, age 55, is currently President and Chief Executive Officer
of VNU-USA, Inc. whose businesses include BPI Communications, Inc. ("BPI"), VNU
Marketing Information Services, Inc. and Bill Communications, Inc. He has been
the Chairman and Chief Executive Officer of BPI since December, 1984. VNU-USA
companies publish magazines, directories, books and provide proprietary data,
market research and trade shows and are leaders in the providing of micro
marketing solutions and services to the consumer packaged goods industry. Mr.
Hobbs is also a Director of the American Business Press. Until February, 1994,
Boston Ventures owned approximately two-thirds of the equity interest in a
partnership which owned the assets comprising the business of BPI. Mr. Hobbs has
been a director of the Company since 1991.
MAYNARD RABINOWITZ, age 55, is Vice Chairman, Finance, Administration and
Legal Affairs and Secretary of the Company. Mr. Rabinowitz joined the Company's
predecessor in 1989. Mr. Rabinowitz is also a part owner of certain of the
Macfadden Companies. Mr. Rabinowitz has been a director of the Company since its
inception in 1990.
GERRY M. RITTERMAN, age 47, has been President of Ritterman Capital
Incorporated since 1989 and since 1994, President of CLF Management Inc. and
Chairman of Seybert Nicholas Printing Group, Cousins Printing L.P. and Chelsea
Graphics Inc. Ritterman Capital Incorporated is a private investment company
which invests primarily in publishing and printing companies. In 1994 Mr.
Ritterman sold Music America Publishing, Inc., a publisher of directories and
consumer titles in the music field. Mr. Ritterman has also served as a
consultant to several publishers. Mr. Ritterman has been a director of the
Company since 1993.
6
<PAGE> 9
ROGER WOOD, age 71, was President of Star Editorial, Inc. and Publication
Director of Star from July, 1991 until March, 1997, when he became a consultant
to the Company.
STOCKHOLDERS AGREEMENT
Pursuant to the terms of the Stockholders Agreement, Messrs. Callahan,
Boylan and Rabinowitz and Boston Ventures have agreed to vote their respective
shares of Class A Stock and Class C Stock in concert to elect the following
persons as directors of the Company: Peter J. Callahan, Michael J. Boylan,
Maynard Rabinowitz, Iain Calder, Roy F. Coppedge III, Anthony J. Bolland, and
such other independent directors as shall be selected and nominated with the
agreement of Messrs. Callahan, Boylan and Rabinowitz and Boston Ventures. They
have also agreed that any vacancy caused by the death, incapacity or resignation
of Messrs. Callahan, Boylan, Rabinowitz or Calder will be filled by Messrs.
Callahan, Boylan and Rabinowitz, or the successor, and any vacancy similarly
caused with respect to Messrs. Bolland or Coppedge will be filled by Boston
Ventures. As of May 26, 1997, Messrs. Callahan, Boylan and Rabinowitz and Boston
Ventures collectively owned approximately 75.9% of the combined voting power of
the Company's outstanding Common Stock.
No family relationships exist between any of the executive officers or
directors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
COMPLIANCE WITH SECTION 16 UNDER THE 1934 ACT
Under the securities laws of the United States, the Company's directors,
executive officers and all persons owning beneficially more than ten percent of
the Company's Class A Stock are required to file reports of their initial
ownership of Common Stock and any changes in that ownership with the Securities
and Exchange Commission and the New York Stock Exchange, Inc., and provide
copies of these reports to the Company. Specific due dates have been
established, and the Company is required to disclose in this Proxy Statement any
known failure to file these reports by these dates.
Based upon written representations of reporting persons and a review of
copies of filed reports received by the Company, the Company believes all of
these filing requirements were satisfied.
MEETINGS AND COMMITTEES OF THE BOARD
During fiscal 1997, the Board of Directors held four meetings. Each
director attended at least 75% of all of the Board meetings held while he was a
director and the meetings of the committees on which he served.
The Company's Board of Directors has established an Audit Committee
consisting of Messrs. Hobbs, Dodge and Ritterman, none of whom is an employee of
the Company or its subsidiaries. The Audit Committee oversees the procedures,
scope and results of the annual audit and reviews the services provided by the
Company's independent certified public accountants. The Audit Committee met once
during fiscal 1997.
The Company's Board of Directors has a standing committee to administer
Company's Stock Option Plan. The members of this Committee are Messrs. Hobbs,
Dodge and Ritterman. The Committee met once during fiscal 1997.
The Company has an Executive Compensation Committee (known as the Executive
Compensation Review Board) comprised of Messrs. Hobbs, Dodge and Ritterman. The
purpose of this committee is to establish policies and guidelines concerning the
compensation of Company's Chief Executive Officer and
7
<PAGE> 10
other executive officers of the Company. The Executive Compensation Review Board
did not meet during fiscal 1997.
The Company's Board of Directors does not have a standing nominating
committee. The Board of Directors performs this function.
DIRECTOR COMPENSATION
Directors who are also employees of the Company or any of its subsidiaries
or partners of Boston Ventures do not currently receive any additional
compensation for serving as a director or committee member or for attending
Board or committee meetings. All other directors receive an annual retainer of
$25,000, plus $2,500 for each Board meeting and committee meeting (held other
than on the date of a Board meeting) attended. In addition, the Company
reimburses all directors for travel and out-of-pocket expenses incurred in
connection with Board or committee meetings and otherwise with respect to their
duties as directors.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries to the Company's chief executive officer and its four other most
highly compensated executive officers ("Named Executive Officers"), at March 31,
1997, for services rendered to the Company and its subsidiaries during the
fiscal years 1997, 1996 and 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ----------------------
OTHER ANNUAL ALL OTHER
FISCAL SALARY BONUS COMPENSATION SHARES COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) UNDERLYING OPTIONS ($)
- - --------------------------- ------ --------- ------- --------------- ---------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Peter J Callahan............ 1997 350,000(1) 341,000(1) -0- -- 657,967(1)(2)
Chairman, President, Chief 1996 350,000(1) -0- -0- -- 657,818
Executive Officer 1995 350,000(1) 487,585(1) -0- -- 657,654
Michael Boylan.............. 1997 300,000(1) 170,500(1) -0- -- 282,679(1)(2)
Vice Chairman, Publishing 1996 300,000(1) -0- -0- -- 281,960
Operations 1995 300,000(1) 243,793(1) -0- -- 282,654
Maynard Rabinowitz.......... 1997 300,000(1) 170,500(1) -0- -- 290,154(1)(2)
Vice Chairman, Finance, 1996 300,000(1) -0- -0- -- 289,500
Administration and Legal 1995 300,000(1) 243,793(1) -0- -- 282,654
Affairs, and Secretary
Anthony S. Hoyt............. 1997 500,000 30,232 -0- 25,000 21,389(2)
Senior Vice President and 1996 442,308 -0- -0- 50,000 12,834
Publisher, National 1995 -0- -0- -0- -- -0-
Enquirer and Star
Iain Calder................. 1997 300,000 -0- -0- -- 30,858(2)
Executive Vice President 1996 506,539 -0- -0- -- 45,481
1995 577,000 -0- -0- -- 21,670
</TABLE>
- - ---------------
(1) Includes management fees ("Management Fees") distributed by Macfadden L.P.
as a component of compensation for serving as executive officers of the
Company and its subsidiaries. The Compensation
8
<PAGE> 11
Committee adopted a five-year Senior Executive Compensation Plan
("Compensation Plan"), effective in fiscal 1995, which was approved by the
Company's Stockholders at the 1994 Annual Meeting. The individuals eligible
to participate in the Compensation Plan are Messrs. Callahan, Boylan and
Rabinowitz (the "Participants"). Under the Compensation Plan, the
Participants receive a base salary and a management fee. The base salaries
are $350,000, $300,000 and $300,000, respectively, for Messrs. Callahan,
Boylan and Rabinowitz. The management fee is divided into two components.
The first component consists of cash payments of $650,000 to Mr. Callahan
and $275,000 to each of Messrs. Boylan and Rabinowitz. The second component
is based upon the Company's performance. If the company achieves more than
$100 million of operating cash flow, for the applicable fiscal year, as
defined in a Third Amended and Restated Credit Agreement dated as of
November 10, 1994, (as amended from time to time) among American Media
Operations, Inc. ("Operations"), a wholly-owned subsidiary of the Company,
certain banks and The Chase Manhattan Corporation, as agent (the "Credit
Agreement"), after adding back start-up costs of new projects (such as
magazine launches) and deducting any acquired cash flows, the Participants
named above will receive in the aggregate 4% of operating cash flow in
excess of $100 million. The performance component is to be distributed as
follows: Mr. Callahan -- 50%; Mr. Boylan -- 25%; and Mr. Rabinowitz -- 25%.
Amounts payable as management fees under the Compensation Plan will not
exceed any applicable limitations set forth in the documents governing the
Company's financing arrangements.
(2) Includes Operation's profit-sharing contributions allocated under
Operation's Employee Profit Sharing Plan ("Profit Sharing Plan"). For fiscal
1997, Messrs. Callahan, Boylan, Rabinowitz, Hoyt and Calder each received a
contribution of $6,239. Also includes payments for life insurance of $1,728
for Mr. Callahan, $1,440 for Mr. Boylan, $1,440 for Mr. Rabinowitz, $3,150
for Mr. Hoyt and $4,804 for Mr. Calder.
EMPLOYMENT AGREEMENTS
Effective December 1, 1995, and amended effective December 1, 1996, the
Company entered into a new employment agreement with Mr. Calder. The agreement
does not have a definite termination date, but either party may terminate the
agreement by giving six months prior written notice to the other party. The
agreement provides for a reduction in Mr. Calder's work schedule by
approximately 50% and an annual base salary of $300,000. The agreement is
terminable by the Company upon ten days' written notice for cause, which
generally includes conviction of a felony, use of drugs or alcohol in a manner
which, in the opinion of the Board of Directors, is injurious to the business or
reputation of the Company; the willful or repeated failure to perform his duties
and responsibilities; material dishonesty in financial dealings with or on
behalf of the Company or any material breach of certain representations made
therein by him. Mr. Calder is entitled to receive his base salary through the
end of the month in which his employment is terminated prior to the end of the
stated term by reason of death, or for cause. The employment agreement limits
the ability of Mr. Calder to compete with the Company and its subsidiaries under
certain circumstances. If the employment agreement is terminated by either party
with six months prior written notice, Mr. Calder is to be employed as a
Consultant to the Company at the rate of $100,000 per annum for a period of two
years from the expiration of Mr. Calder's employment.
The Company has entered into an employment agreement with Mr. Hoyt with a
stated term ending May 1, 1998, and provides for an annual base salary of
$500,000 and a bonus of five (5%) percent of increases in the annual net
advertising revenues. The agreement is terminable by the Company upon five (5)
days written notice for cause, which generally includes conviction of a felony,
failure to perform material duties or obligations, or commission of any willful,
malicious, grossly negligent or reckless act which is materially
9
<PAGE> 12
detrimental to the business or reputation of the Company. If Mr. Hoyt is so
terminated he will be entitled to receive his base compensation and bonus
through the effective date of termination. If Mr. Hoyt becomes disabled, as
defined in the agreement, he is entitled to 50% of his base compensation until
the disability ceases or the agreement terminates, whichever is earlier. If Mr.
Hoyt voluntarily resigns during the term of the agreement, all benefits and
payments shall cease on the date of resignation or upon the expiration of a
benefit under an applicable benefit program. If the Company terminates the
agreement without cause, Mr. Hoyt is entitled to salary benefits and bonus
compensation for the year during which termination occurs, less any compensation
and comparable benefits provided to him from any other source during the
remainder of the term. The agreement also contains certain provisions relating
to confidentiality and solicitation of employees or customers of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding grants of
stock options made during the fiscal year ended March 31, 1997 to the Named
Executive Officers:
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATE OF
STOCK PRICE
PERCENT OF TOTAL APPRECIATION FOR
OPTIONS GRANTED TO OPTION TERM(2)
NUMBER OF OPTIONS EMPLOYEES IN EXERCISE OR BASE EXPIRATION ---------------------
NAME GRANTED(1) FISCAL YEAR PRICE PER SHARE DATE 5%($) 10%($)
---- ----------------- ------------------ ---------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Anthony S. Hoyt............ 25,000 4.6% $5.25 11/11/01 36,262 80,129
</TABLE>
- - ---------------
(1) The option grant set forth on this chart is exercisable in three (3) equal
annual installments, commencing one year from the date of grant.
(2) The potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the option term.
These amounts are calculated pursuant to applicable requirements of the
Securities and Exchange Commission and do not represent a forecast of the
future appreciation of the Company's Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth the value of options held by the Named
Executive Officers at year-end measured in terms of the closing price of the
Company's Common Stock on March 31, 1997 which was $5.875. To date, Messrs.
Callahan, Boylan, Rabinowitz and Calder have not participated in the Company's
Stock Option Plan.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
SHARES VALUE ------------- -------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Anthony S. Hoyt........................... 0 0 16,667/58,333 2,083/19,792
</TABLE>
10
<PAGE> 13
COMPENSATION COMMITTEE REPORT
The Company's compensation policies are determined by the Executive
Compensation Review Board (the "Compensation Committee") and the Stock Option
Committee, each comprised of three of the Company's outside directors. The
Compensation Committee submits the following report for fiscal 1997:
The Company's executive compensation programs cover executive officers who
are primarily responsible for formulating and carrying out the long range plans
of the Company. The program has the following two primary objectives: (1)
provide market competitive compensation to attract and retain key management
personnel; and (2) provide incentives to promote the best interests and future
profitability of the Company.
The Company has established a competitive level of compensation based on
information drawn from a variety of sources, including industry surveys, proxy
statements and industry consultants as well as the Peer Group as defined in the
Performance Graph ("Peer Group"). The Peer Group includes publishers of
periodicals or newspapers, many of which have a national distribution.
The three components to the Company's executive compensation program are
base salary, long-term incentive compensation, and annual incentive compensation
and management fees. Base salaries are designed to be competitive with
comparable companies and to reflect job responsibilities and individual
performance. Long-term incentive compensation is based on the assessment by the
Company of the desirability to supplement salary and other annual compensation
of specific executive officers and key employees with incentives in the form of
stock option grants under the Company's Stock Option Plan. Annual incentive
compensation (bonuses) is similarly based upon the profitability of the Company
and individual performance. Management fees are paid to compensate the Company's
Chairman and two Vice Chairmen for their efforts in the management of the
Company and its subsidiaries.
In 1994, the Compensation Committee adopted, and the Company's stockholders
approved the Compensation Plan. The Compensation Plan is intended to prevent the
loss of the federal income tax deductions available to the Company for the
amount of any compensation in excess of $1,000,000 paid to the Company's
Chairman and two Vice Chairmen. In accordance with the Compensation Plan, the
compensation paid to these officers under the 1997 executive compensation
program qualified for federal income tax deduction by the Company. In adopting
the Compensation Plan and in addition to the tax implications described above,
the Compensation Committee considered, without quantifying any of these factors,
the collective managerial performance of the Chairman and two Vice Chairmen,
including the Company's growth in net earnings per share in past fiscal years,
cost containment efforts and other efforts to improve operating results, as well
as the Chairman and Vice Chairmen's continued contributions to the growth of the
Company through launching of new magazines and engaging in other related
ventures.
The individuals eligible to participate in the Compensation Plan are
Messrs. Callahan, Boylan and Rabinowitz (the "Participants"). Under the
Compensation Plan, the Participants receive a base salary and a management fee.
The base salaries are $350,000, $300,000 and $300,000, respectively, for Messrs.
Callahan, Boylan and Rabinowitz. The management fee is paid through Macfadden
L.P. and divided into two components. The first component is fixed and consists
of cash payments of $650,000 for the benefit of Mr. Callahan and $275,000 for
the benefit of each of Messrs. Boylan and Rabinowitz. The second component is
based upon the Company's performance. If the Company achieves more than $100
million of operating cash flow, as defined in the Third Amended and Restated
Credit Agreement dated as of November 10, 1994, (as amended from time to time)
among Operations, certain banks and the Chase Manhattan Corporation, as agent,
for the applicable fiscal year, after adding back start-up costs of new projects
(such as magazine launches) and deducting any acquired cash flows, the
Participants will receive in the aggregate 4% of
11
<PAGE> 14
operating cash flow in excess of $100 million. The performance component is
distributed as follows: Mr. Callahan -- 50%; Mr. Boylan -- 25%; and Mr.
Rabinowitz -- 25%. Total amounts payable as management fees under the
Compensation Plan for fiscal 1997 amounted to $1,882,000 and was within any
applicable limitations set forth in the documents governing the Company's
financing arrangements.
Prior to fiscal 1995, the base salaries of the Company's Chairman and two
Vice-Chairmen had not increased since fiscal 1991 and were considerably below
competitive base salaries for executive officers of similar rank and
responsibilities in the Peer Group. Notwithstanding the management fees and the
increase in base salaries which are determined in accordance with the
Compensation Plan, the total compensation for fiscal 1997 for the Company's
Chairman and two Vice-Chairmen was competitive with the total compensation for
executives of similar rank and responsibilities in the Peer Group, especially
after considering the fact that the Company's Chairman and two Vice-Chairmen
have not received any form of incentive stock compensation. A review of the
compensation of executive officers of the Peer Group also confirmed that base
salaries paid to the other two executive officers of the Company named in the
"Summary Compensation Table" generally fell within the competitive ranges of
total cash compensation paid to top editorial and operating executive officers
within the Peer Group.
For fiscal 1997, Peter Callahan, the Company's Chief Executive Officer, was
paid $350,000 in base salary, $991,000 in management fees, and $6,239 in
long-term incentive compensation as a contribution under the Profit Sharing
Plan. As discussed above, other than the Profit Sharing Plan contribution, the
other amounts were determined pursuant to the Compensation Plan. No incentive
stock compensation was awarded to Mr. Callahan or the Vice Chairmen of the
Company.
Steven B. Dodge
Gerald S. Hobbs
Gerry M. Ritterman
12
<PAGE> 15
PERFORMANCE GRAPH
The graph below compares the five year cumulative total returns, including
reinvestment of dividends, of the Company's Class A Stock with the companies in
the Standard & Poors (S&P) 500 Index and with eight peer group companies which
include: Central Newspapers, Lee Enterprises, Inc., McClatchy Newspapers, Media
General, Inc., Meredith Corp., Multimedia, Inc., (acquired January, 1996) Park
Communications, Inc. (acquired June, 1995) and Playboy Enterprises, Inc.
(collectively referred to herein as the "Peer Group"). The Peer Group consists
of publishers of periodicals or newspapers, many of which have a national
distribution, with a market capitalization between $100 million and $1 billion.
The comparison is based on an assumed $100 investment on March 31, 1992 in the
Company's Class A Stock.
TOTAL RETURN TO STOCKHOLDERS
<TABLE>
<CAPTION>
MEASUREMENT PERIOD AMERICAN S&P 500 IN-
(FISCAL YEAR COVERED) MEDIA, INC. DEX PEER GROUP
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 92.96 115.23 116.16
1994 89.90 116.93 123.82
1995 79.31 135.13 147.36
1996 40.35 178.51 189.77
1997 65.39 213.89 218.79
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information on the payment by the Company of management fees to certain
executive officers of the Company during fiscal 1997, see Footnote 1 to the
"Summary Compensation Table."
With the net proceeds derived from a May 1992 offering of 135,000 Units,
each consisting of one Zero Coupon Note of Operations, in the face amount of
$1,000 and 36 warrants (the "Warrants") to acquire the Company's Class A Stock,
the Company acquired 4,860,000 warrants (the "Partnership Warrants") from GP
Group Acquisition Limited Partnership, L.P. ("Acquisition Partnership") for
approximately $12.9 million.
13
<PAGE> 16
The Partnership Warrants provided for the purchase of the same number of shares
of the Company Common Stock from Boston Ventures and Macfadden L.P. and certain
other former partners of Acquisition Partnership as are purchasable under the
Warrants with terms substantially identical to those of the Warrants. This would
have permitted the Company to use the shares obtained from exercising the
Partnership Warrants to cover the exercise of the Warrants in a non-dilutive
manner. Pursuant to the terms of the Stockholders Agreement relating to the
termination of Acquisition Partnership, Boston Ventures and Macfadden L.P.
placed 8,913,022 shares of Class C Stock in escrow to satisfy their obligations
in connection with the Partnership Warrants. This total includes an additional
4,113,018 shares of Class C Stock placed in escrow as a result of the dilutive
effect on the Warrants of the January 3, 1995 payment of a Special Dividend of
$7.00 per share to all of the Company's shareholders. On March 20, 1997,
Macfadden L.P. effected a current distribution of all its shares of Common
Stock, consisting of 339,859 shares of Class A Stock and 8,335,597.2 shares of
Class C Stock, to Messrs. Callahan, Boylan and Rabinowitz, its general partners.
In connection, therewith, Messrs. Callahan, Boylan and Rabinowitz agreed to
guarantee the obligations of Macfadden L.P. under the Partnership Warrants
should Macfadden L.P. default on any such obligations, and they placed their
shares of Common Stock in escrow to satisfy their obligations under such
guarantee. On May 25, 1997, the Partnership Warrants expired unexercised and all
shares held in escrow were returned to their respective owners.
Beginning April 1, 1997, Roger Wood became a consultant to the Company for
a period of eighteen months at an annual compensation of $100,000.
To obtain volume discounts, the Company purchases paper from suppliers on
behalf of its subsidiaries as well as the Macfadden Companies. The Macfadden
Companies reimburse the Company for the cost of such paper on a timely basis. In
fiscal 1997, the Company and its subsidiaries were reimbursed approximately
$881,000 for paper purchased on behalf of the Macfadden Companies. The Macfadden
Companies also employed the Company and its subsidiaries as its advertising
sales representative in New York and Chicago, for which the Macfadden Companies
paid to the Company and its subsidiaries approximately $29,000 for fiscal 1997.
During fiscal 1997, the Company leased office facilities for its sales and
syndication personnel in Chicago from the Macfadden Companies. In fiscal 1997,
Operations paid to the Macfadden Companies approximately $32,000 in connection
with the Chicago lease. The Company and its subsidiaries believe that the
transactions discussed herein with the Macfadden Companies were on terms
substantially similar to those available from non-affiliates and were fair to
the Company and its subsidiaries from a financial point of view.
PROPOSAL 2
APPROVAL OF AMENDMENT OF THE COMPANY'S STOCK OPTION PLAN
The American Media, Inc. Stock Option Plan (the "Plan") was adopted by the
Company's Board of Directors on October 30, 1991, and became effective on August
13, 1992 after approval by the stockholders of Company. On May 20, 1993, the
Board of Directors adopted, subject to stockholder approval, an amendment to the
Plan to remove independent contractors who are hired by the Company or a
subsidiary of the Company to provide consulting services from the class of
participants to whom stock options under the Plan may be granted. No stock
options had been or were contemplated to be granted by the Committee to this
class of participants. This amendment became effective on August 10, 1993 after
approval by the stockholders of Company. No other amendments have been made to
the Plan.
14
<PAGE> 17
The purpose of the Plan is to attract and retain key employees of the
Company and its present and future subsidiaries and to encourage these persons
to secure or increase on reasonable terms their stock ownership in the Company.
The Board of Directors of the Company believes that the granting of stock
options under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of Company and aid in securing
its continued growth and financial success by those who are or may become
primarily responsible for formulating and carrying out the long range plans of
the Company.
The Company's Board of Directors has determined that there are not a
sufficient number of shares which may be currently issued under the Plan to
accomplish the above purposes. On May 21, 1997 the Board of Directors adopted,
subject to stockholder approval, an amendment to the Plan increasing the number
of shares of Class A Stock which may be issued under the Plan from 2,200,000 to
3,200,000. Other than this change, no other change has been made to the Plan.
The proposed amendment in no way changes the Plan as amended and restated.
The following is a summary of the Plan, as amended and restated, including
the proposed amendment.
STOCK SUBJECT TO THE PLAN
A maximum of 3,200,000 shares of Class A Stock (subject to adjustment as
described below) may be issued or sold upon the exercise of options pursuant to
the Plan. These shares may be newly issued or shares reacquired by the Company
in the open market. If an option expires or terminates without having been
exercised in full, unpurchased shares subject to the option will be available
for reissuance under the Plan. Participants are not entitled to any rights as
stockholders until a certificate is issued for the shares.
If the outstanding shares of Class A Stock are changed into or exchanged
for a different number or kind of shares of stock or other securities of the
Company or of another corporation, whether through a stock dividend,
stock-split, reorganization, recapitalization, combination of shares, sale of
assets, or merger or consolidation in which the Company is the surviving
corporation, each share covered by the option and shares reserved for issuance
under the Plan will be equally adjusted. The Committee (defined below) has sole
discretion to determine whether any other change equitably requires an
adjustment in the number or kind of shares subject to each outstanding option.
The option price for each share prior to substitution or adjustment will be the
option price for all shares of stock or other securities exchanged for such
share or to which such share has been adjusted.
ADMINISTRATION AND ELIGIBILITY
The Plan is administered by a committee consisting of two or more
disinterested directors appointed annually by the Board of Directors (the
"Committee"). The Committee has complete authority to interpret the Plan,
prescribe and amend rules relating to it and make all other decisions necessary
or advisable for its administration.
The Committee determines the participants to whom, and the times and prices
at which, options shall be granted, the periods during which options shall be
exercisable, the number of shares of Class A Stock subject to options, whether
options will be incentive stock options (as defined in Section 422(b) of the
Internal Revenue Code), non-incentive stock options or a combination of both,
and all other terms of the options.
Options may be granted to key employees and directors of the Company or a
subsidiary, including officers and non-employee directors, and to employees of
an acquired subsidiary ("acquisition options"), if any, in exchange for options
to purchase securities of the acquired company. The Committee may consider the
nature
15
<PAGE> 18
of the service rendered by the Participants and their present and potential
contributions to the Company in determining awards. The class of eligible
participants consists of approximately 500 persons, including 16 executive
officers and 4 non-employee directors. Non-employee directors who are members of
the Committee are not eligible to receive stock options.
Incentive stock options may be granted only to key employees (including
officers and directors) of the Company or a subsidiary. The aggregate fair
market value of shares of Class A Stock for which any Participant may be granted
incentive stock options which are exercisable for the first time in any calendar
year may not exceed $100,000.
Since the granting of options is within the sole discretion of the
Committee, the benefits or amounts to be received or allocated to each of the
classes of persons eligible for receipt of such options cannot be determined.
See "Options Granted" for the number and distribution of stock options granted
by the Committee.
OPTION PRICE
The exercise price for each option is determined by the Committee when
options are granted. The exercise price of an incentive stock option may not be
less than 100% of the fair market value of a share of Class A Stock on the date
the option is granted, or 110% of such fair market value if the Participant owns
more than 10% of the total combined voting power of all classes of common stock
of the Company ("10% Participants"). The option price of a non-incentive stock
option may not be less than 75% of the fair market value of a share of Class A
Stock on the date the option is granted. Acquisition options may have such
option prices as the Committee deems appropriate.
If the fair market value of the Class A Stock declines below the exercise
price set forth in any option, the Committee may at any time, upon approval of
the Board of Directors of the Company, adjust, reduce, cancel or regrant any
unexercised option it deems to be for the benefit of the Participant.
The closing price of the Class A Stock on the New York Stock Exchange on
June 19, 1997, was $6.375.
EXERCISE OF OPTIONS
Options may be exercised in installments as the Committee determines.
Unless otherwise determined, an option may not be exercised prior to the first
anniversary of the date of grant, and will become cumulatively exercisable at a
rate of one-third of the shares subject to the options per year commencing one
year after the date of the grant until the option is exercisable in full.
Options expire no later than 10 years from the grant date (5 years for incentive
stock options granted to 10% Participants). No option may be exercised prior to
the six-month anniversary of the grant date.
Options may be exercised in whole or in part by delivering to the Company a
written notice of exercise. Payment may be made by cashier's check, by delivery
of shares of Class A Stock previously owned by the Participant, or by a
combination of cash and shares. Payment made in shares of Class A Stock will be
valued at the fair market value on the date of exercise. The Committee may also
provide for the "cashless exercise" of options. Upon payment of the option
price, shares issued upon exercise of the option will be fully-paid and
nonassessable.
16
<PAGE> 19
ASSIGNMENT, DEATH AND TERMINATION OF EMPLOYMENT
Options are not transferable other than by will or the laws of descent and
distribution and may be exercised only by the Participant during the
Participant's lifetime. If a Participant dies or becomes permanently disabled
while in the employ of the Company, or retires on or after his 62nd birthday,
his options become immediately exercisable in full and will terminate upon the
earliest to occur of (i) the six-month anniversary of death or permanent
disability, (ii) the six-month anniversary of retirement (three months for
incentive stock options), or (iii) the expiration date of the option. The
exercise of an option after the death of a Participant is conditioned upon
delivery to the Company of such tax waivers and other documents as the Committee
may determine.
If a Participant's employment is terminated for any reason other than
death, disability or retirement at or after age 62, his options will terminate
upon the earlier to occur of 30 days following the date of termination or the
expiration date of the option, and may be exercised prior thereto only to the
extent the option was exercisable on the date of termination.
In the event of the dissolution or liquidation of the Company, or a merger
or consolidation in which the Company is not the surviving corporation, all
outstanding options shall terminate.
AMENDMENT AND TERMINATION OF THE PLAN; ADJUSTMENT
The Board of Directors may terminate the Plan at any time, but in no event
shall the Plan terminate later than August 15, 2002. The Board may amend the
Plan at any time, except that it must have the approval of the Company's
stockholders to (i) increase the number of shares of Class A Stock for which
options may be granted under the Plan except as permitted under the antidilution
provisions summarized above, (ii) change the class of persons eligible to
participate in the Plan, (iii) change the manner of determining the option
prices in a manner which would result in a decrease in the option price or (iv)
extend the period during which an option may be granted or exercised. No
termination or amendment of the Plan may adversely affect the rights of a
Participant under an outstanding option, without the consent of the Participant.
U.S. FEDERAL INCOME TAX INFORMATION
The following is a brief summary of certain U.S. federal income tax
consequences of transactions under the Plan based on the U.S. federal income tax
laws currently in effect. This summary is not intended to be exhaustive and does
not describe foreign, state, or local, estate, gift or inheritance tax
consequences.
U.S. RESIDENTS
The grant of an option creates no tax consequences for a Participant or
Group. A Participant will not have taxable income upon exercising an incentive
stock option (except that the alternative minimum tax may apply) and the Company
will receive no deduction at that time. Upon exercising a non-incentive stock
option, the Participant will generally recognize ordinary income equal to the
difference between the exercise price and fair market value of the freely
transferable and nonforfeitable stock acquired on the date of exercise and the
Company will be entitled to a deduction equal in amount. Upon such exercise, the
Participant must make such arrangements with the Company with respect to
withholding taxes as the Committee may determine.
A Participant's disposition of shares acquired upon the exercise of an
option generally will result in short-term or long-term capital gain or loss
(unless shares issued pursuant to the exercise of an incentive stock option are
disposed of within two years after the date of grant of the incentive stock
option or within one year
17
<PAGE> 20
after the transfer of the shares to the Participant) measured by the difference
between the sale price and the Participant's tax basis in such shares.
Generally, there will be no tax consequences to the Company in connection with a
disposition of shares acquired under an option, except that the Company will be
entitled to a deduction (and the Participant will recognize ordinary taxable
income) if shares acquired upon exercise of an incentive stock option are
disposed of before the applicable incentive stock option holding periods have
been satisfied.
Different tax rules may apply with respect to Participants who are subject
to Section 16 of the 1934 Act when they acquire stock in a transaction deemed to
be a nonexempt purchase under that statute or within six months of an exempt
grant of an option under the Plan.
NONRESIDENT ALIENS
A Participant who is not a United States citizen and is not deemed to be a
resident of the United States for purposes of U.S. federal income taxation,
generally will not be subject to U.S. taxation upon the grant or exercise of an
option or upon the sale of the shares received upon exercise of the option,
provided that the option was granted solely for services rendered outside the
United States. A nonresident alien Participant who performs services in the
United States may be subject to taxation with respect to options granted for
such services.
OPTIONS GRANTED
As of May 31, 1997, incentive options for the purchase of 1,923,400 shares
of Class A Stock at prices ranging from $4.00 per share to $7.25 per share have
been granted, of which 1,686,000 remain outstanding, under the Plan to
approximately 175 employees. Of these options, none have been granted to any
nonemployee directors, 514,000 options have been granted to all executive
officers as a group and options have been granted to one executive officer named
in the Summary Compensation Table (See "OPTION GRANTS IN LAST FISCAL YEAR").
MANAGEMENT OF THE COMPANY AND THE BOARD OF DIRECTORS RECOMMEND
A VOTE FOR APPROVAL OF THE AMENDMENT TO THE STOCK OPTION PLAN
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee of the Board of Directors,
Arthur Andersen LLP, independent certified public accountants, has been selected
by the Board of Directors to continue to act as the Company's auditors for the
fiscal year ending March 30, 1998, and to perform such other services as may be
required of them. Representatives of Arthur Andersen LLP will be present at the
1997 Annual Meeting of Stockholders and will have the opportunity to make a
statement, if they desire to do so, and will be available to respond to
appropriate questions raised at the meeting.
MANAGEMENT OF THE COMPANY AND THE BOARD OF DIRECTORS RECOMMEND A
VOTE FOR RATIFICATION.
PROPOSALS BY STOCKHOLDERS
Proposals by stockholders intended to be presented at the 1998 Annual
Meeting must be received by the Secretary of the Company at the Company's
executive offices 600 East Coast Avenue, Lantana, Florida 33464, no later than
February 26, 1998, for inclusion in the Proxy Statement relating to that
meeting.
18
<PAGE> 21
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company. Proxies will
be solicited principally by mail, but may also be solicited by directors,
officers and other employees of the Company personally or by telephone,
telecopy, or otherwise. The Company has hired Chemical Mellon Shareholder
Services LLC, its transfer agent, to coordinate the solicitation of proxies for
a fee of approximately $3,000 plus expenses. The Company will also reimburse
custodians, nominees or other persons for their out-of-pocket expenses in
sending proxy materials to beneficial owners.
The Board of Directors does not intend to present, and does not have any
reason to believe that others will present, any items of business at the Annual
Meeting other than those specifically set forth in the notice of the meeting.
However, if other matters are presented for a vote, proxies will be voted for
such matters in accordance with the judgment of the persons acting under the
proxies.
By Order of the Board of Directors
MAYNARD RABINOWITZ
Secretary
Lantana, Florida
June 27, 1997
19
<PAGE> 22
APPENDIX A
AMERICAN MEDIA, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
1. PURPOSE.
The purpose of this Stock Option Plan (the "Plan") is to induce key
personnel, including employees, officers and directors, to remain in the employ
or service of AMERICAN MEDIA, INC. (the "Company") and its present and future
subsidiary corporations ("Subsidiaries"), to attract new key personnel and to
encourage such key personnel to secure or increase on reasonable terms their
stock ownership in the Company. The Board of Directors of the Company (the
"Board") believes that the granting of stock options ("Options") under the Plan
will promote continuity of management and increased incentive and personal
interest in the welfare of the Company and aid in securing its continued growth
and financial success by those who are or may become primarily responsible for
shaping and carrying out the long range plans of the Company. Options granted
hereunder are intended to be either (a) "incentive stock options" (which term,
when used herein, shall have the meaning ascribed thereto by the provisions of
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), or
(b) options which are not "incentive stock options" ("non-incentive stock
options") or (c) a combination thereof, as determined by the Committee (the
"Committee") referred to in Section 5 hereof at the time of the grant thereof.
2. EFFECTIVE DATE OF THE PLAN.
The Plan shall become effective on October 30, 1991, or as soon thereafter
as all necessary shareholder and regulatory approvals and filings shall have
been obtained or made. Options may be granted under the Plan subject to receipt
of such approval.
3. STOCK SUBJECT TO PLAN.
3,200,000 of the authorized but unissued shares of the Class A common
stock, $.01 par value per share, of the Company (the "Common Stock") are hereby
reserved for issue upon the exercise of Options; provided, however, that the
number of unissued shares so reserved may from time to time be reduced to the
extent that a corresponding number of issued and outstanding shares of the
Common Stock are purchased by the Company and set aside for issuance upon the
exercise of Options. If any Option expires or terminates for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
again be available for the purposes of the Plan.
4. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee shall have
complete authority, in its discretion, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the terms
and provisions of the option agreements or certificates which evidence Options,
to determine the individuals (the "Participants") to whom and the times and the
prices at which Options shall be granted, the periods during which Options shall
be exercisable, the number of shares of the Common Stock to be subject to
Options and whether Options shall be incentive stock options or non-incentive
stock options and to make all other determinations necessary or advisable for
the administration of the Plan. In making such determinations, the Committee may
take into account the nature of the services rendered by the respective
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<PAGE> 23
Participants, their present and potential contributions to the success of the
Company and the subsidiaries and such other factors as the Committee in its
discretion shall deem relevant. The Committee's determination on the matters
referred to in this Section 4 shall be conclusive. Any dispute or disagreement
which may arise under or as a result of or with respect to any Option shall be
determined by the Committee, in its sole discretion, and any interpretations by
the Committee of the terms of any Option shall be final, binding and conclusive.
5. COMMITTEE.
The Committee shall consist of two or more members of the Board, all of
whom shall be "disinterested persons" within the meaning of Rule 16b-3(c)(2)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Committee shall be appointed annually by the Board, which may at any
time and from time to time remove any members of the Committee, with or without
cause, appoint additional members to the Committee and fill vacancies, however
caused, in the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members present at a duly called meeting of the Committee at
which a quorum is present. Any decision or determination of the Committee
reduced to writing and signed by all of the members of the Committee shall be
fully as effective as if it had been made at a meeting duly called and held.
6. ELIGIBILITY.
An Option may be granted only to (1) key employees of the Company or a
Subsidiary (including officers and/or directors), (2) directors of the Company
who are not employees or officers of the Company or a Subsidiary, and (3)
employees of a corporation which has been acquired by the Company or a
Subsidiary, whether by way of exchange or purchase of stock, purchase of assets,
merger or reverse merger, or otherwise, who hold options with respect to the
stock of such corporation which the Company has agreed to assume; provided,
however, that an Option which is an incentive stock option may be granted only
to key employees (including officers and/or directors) of the Company or a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Code.
7. OPTION PRICES.
A. Except as otherwise provided in Section 21 hereof, the initial per share
option price of any Option which is an incentive stock option shall not be less
than the fair market value of a share of the Common Stock on the date such
Option is granted; provided, however, that, in the case of a Participant who
owns more than 10% of the total combined voting power of all classes of stock of
the Company at the time an Option which is an incentive stock option is granted
to him, the initial per share option price shall not be less than 110% of the
fair market value of a share of the Common Stock on the date such Option is
granted.
B. Except as otherwise provided in Section 21 hereof, the initial per share
option price of any Option which is a non-incentive stock option shall not be
less than 75% of the fair market value of a share of the Common Stock on the
date such Option is granted.
C. For all purposes of the Plan, the fair market value of a share of the
Common Stock on any date shall be determined in good faith by the Committee.
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<PAGE> 24
8. OPTION TERM.
Participants shall be granted Options for such term as the Committee shall
determine, not in excess of ten years from the date of the granting thereof;
provided, however, that, except as otherwise provided in Section 21 hereof, in
the case of a Participant who owns more than 10% of the total combined voting
power of all classes of stock of the Company at the time an Option which is an
incentive stock option is granted to him, the term with respect to such Option
shall not be in excess of five years from the date of the granting thereof.
9. LIMITATION ON AMOUNT OF INCENTIVE STOCK OPTIONS GRANTED.
Except as otherwise provided in Section 21 hereof, the aggregate fair
market value of the shares of the Common Stock for which any Participant may be
granted incentive stock options which are exercisable for the first time in any
calendar year (whether under the terms of the Plan or any other stock option
plan of the Company) shall not exceed $100,000.
10. EXERCISE OF OPTIONS.
A. A Participant may exercise each Option granted to him in such
installments as the Committee shall determine at the time of the grant thereof,
provided, however, that, unless the Committee shall otherwise determine, a
Participant may not exercise an Option prior to the first anniversary of the
date of the granting of an Option to him and a Participant may (i) during the
period commencing on the first anniversary of the date of the granting of an
Option to him and ending on the day preceding the second anniversary of such
date, exercise such Option with respect to one-third of the shares granted
thereby, (ii) during the period commencing on such second anniversary and ending
on the day preceding the third anniversary of the date of the granting of such
Option, exercise such Option with respect to two-thirds of the shares granted
thereby and (iii) during the period commencing on such third anniversary,
exercise such Option with respect to all of the shares granted thereby;
provided, further, however, that notwithstanding any other provisions of the
Plan to the contrary, no option shall be exercisable until the date which is six
months after the date on which such Option is granted.
B. Except as hereinbefore otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.
C. An option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of the Common
Stock and payment to the Company of the amount of the option price for the
number of shares of the Common Stock so specified; provided, however, that all
or any portion of such payment may be made in kind by the delivery of shares of
the Common Stock having a fair market value on the date of delivery equal to the
portion of the option price so paid; provided, further, however, that, subject
to the requirements of Regulation T (as in effect from time to time) promulgated
under the Exchange Act, the Committee may implement procedures to allow a broker
chosen by a Participant to make payment of all or any portion of the option
price payable upon the exercise of an Option and to receive, on behalf of such
Participant, all or any portion of the shares of the Common Stock issuable upon
such exercise.
11. TRANSFERABILITY.
No Option shall be assignable or transferable except by will and/or by the
laws of descent and distribution and, during the life of any Participant, each
Option granted to him may be exercised only by him.
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<PAGE> 25
12. TERMINATION OF SERVICE.
In the event a Participant leaves the employ or service of the Company and
the Subsidiaries for any reason other than death, retirement on or subsequent to
his 62nd birthday or permanent disability, whether voluntarily or otherwise,
each Option granted to him shall, to the extent it is exercisable on the date of
such termination of employment or service, terminate upon the earlier to occur
of (i) the expiration of 30 days after such termination of employment or service
or (ii) the expiration date specified in such Option. In the event a
Participant's employment or service with the Company and the Subsidiaries
terminates by reason of his death or permanent disability or by reason of his
retirement on or subsequent to his 62nd birthday, each Option granted to him
shall become immediately exercisable in full and shall terminate (i) in the case
of a non-incentive stock option, upon the earlier to occur of (A) the expiration
of six months after the date of such death or permanent disability or such
retirement or (B) the expiration date specified in such Option, and (ii) in the
case of an incentive stock option, upon the earlier to occur of (A) the
expiration of six months after the date of such death or permanent disability,
(B) the expiration of three months after the date of such retirement, or (C) the
expiration date specified in such Option.
13. ADJUSTMENT OF NUMBER OF SHARES.
In the event that a dividend shall be declared upon the Common Stock
payable in shares of the Common Stock, the number of shares of the Common Stock
then subject to any Option and the number of shares of the Common Stock reserved
for issuance in accordance with the provisions of the Plan but not yet covered
by Options shall be adjusted by adding to each share the number of shares which
would be distributable thereon if such shares had been outstanding on the date
fixed for determining the shareholders entitled to receive such stock dividend.
In the event that the outstanding shares of the Common Stock shall be changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, sale of
assets, merger or consolidation in which the Company is the surviving
corporation, then, there shall be substituted for each share of the Common Stock
then subject to any Option and for each share of the Common Stock reserved for
issuance in accordance with the provisions of the Plan but not yet covered by
Options, the number and kind of shares of stock or other securities into which
each outstanding share of the Common Stock shall be so changed or for which each
such share shall be exchanged. In the event that there shall be any change,
other than as specified in this Section 13, in the number or kind of outstanding
shares of the Common Stock, or of any stock or other securities into which the
Common Stock shall have been changed, or for which it shall have been exchanged,
then, if the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in the number or kind of shares then subject to
any Option and the number or kind of shares reserved for issuance in accordance
with the provisions of the Plan but not yet covered by Options, such adjustment
shall be made by the Committee and shall be effective and binding for all
purposes. In the case of any substitution or adjustment in accordance with the
provisions of this Section 13, the option price in each Option for each share
covered thereby prior to such substitution or adjustment shall be the option
price for all shares of stock or other securities which shall have been
substituted for such share or to which such share shall have been adjusted in
accordance with the provisions of this Section 13. No adjustment or substitution
provided for in this Section 13 shall require the Company to sell a fractional
share under any Option. In the event of the dissolution or liquidation of the
Company, or a merger or consolidation in which the Company in not the surviving
corporation, all outstanding Options shall terminate.
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<PAGE> 26
14. PURCHASE FOR INVESTMENT, WITHHOLDING AND WAIVERS.
A. Unless the shares to be issued upon the exercise of an Option by a
Participant shall be registered prior to the issuance thereof under the
Securities Act of 1933, as amended, such Participant will be required, as a
condition of the Company's obligation to issue such shares, to give a
representation in writing that he in acquiring such shares for his own account
as an investment and not with a view to, or for sale in connection with, the
distribution of any thereof.
B. In the event of the death of a Participant, a condition of exercising
any Option shall be the delivery to the Company of such tax waivers and other
documents as the Committee shall determine.
C. Each Participant shall be required, as a condition of exercising any
non-incentive stock option, to make such arrangements with the Company with
respect to withholding taxes as the Committee may determine.
15. NO SHAREHOLDER STATUS.
Neither any Participant nor his legal representatives, legatees or
distributees shall be or be deemed to be the holder of any share of the Common
Stock covered by an Option unless and until a certificate for such share has
been issued. Upon payment of the purchase price thereof, a share issued upon
exercise of an Option shall be fully paid and non-assessable.
16. NO RESTRICTIONS ON CORPORATE ACTS.
Neither the existence of the Plan nor any Option shall in any way affect
the right or power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding whether
of a similar character or otherwise.
17. DECLINE IN MARKET PRICE.
In the event that the fair market value of the Common Stock declines below
the option price set forth in any Option, the Committee may, at any time,
adjust, reduce, cancel and regrant any unexercised option or take any similar
action it deems to be for the benefit of the Participant in light of the
declining fair market value of the Common Stock; provided, however, that none of
the foregoing actions may be taken without the prior approval of the Board.
18. NO EMPLOYMENT RIGHT.
Neither the existence of the Plan nor the grant of any Option shall require
the Company or any Subsidiary to continue any Participant in the employ or other
service of the Company or such Subsidiary.
19. AMENDMENT OF THE PLAN.
The Board may at any time make such modifications of the Plan as it shall
deem advisable; provided, however, that the Board may not without further
approval of shareholders representing a majority of the outstanding shares of
the Common Stock present in person or by proxy at any special or annual meeting
of the
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<PAGE> 27
shareholders increase the number of shares of the Common Stock as to which
Options may be granted under the Plan (as adjusted in accordance with the
provisions of Section 13 hereof), or change the class of persons eligible to
participate in the Plan or change the manner of determining the option prices
which would result in a decrease in the option price, or extend the period
during which an Option may be granted or exercised. No termination or amendment
of the Plan may, without the consent of the Participant to whom any option shall
theretofore have been granted, adversely affect the rights of such Participant
under such Option.
20. EXPIRATION AND TERMINATION OF THE PLAN.
The Plan shall terminate on August 15, 2002, or at such earlier time as the
Board shall determine. Options may be granted under the Plan at any time and
from time to time prior to its termination. Any Option outstanding under the
Plan at the time of the termination of the Plan shall remain in effect until
such Option shall have been exercised or shall have expired in accordance with
its terms.
21. OPTIONS GRANTED IN CONNECTION WITH ACQUISITIONS.
In connection with the acquisition by the Company or a Subsidiary of
another corporation which will become a Subsidiary or division of the Company
(such corporation being hereafter referred to as an "Acquired Subsidiary"),
Options may be granted to employees and other personnel of an Acquired
Subsidiary in exchange for then outstanding options to purchase securities of
the Acquired Subsidiary. Such Options may be granted at such option prices, may
be exercisable immediately or at any time or times either in whole or in part,
and may contain such other provisions not inconsistent with the Plan, as the
Committee, in its discretion, shall deem appropriate at the time of the granting
of such Options.
22. COMPANY'S PERFORMANCE.
Anything in the Option or Plan notwithstanding, the Company shall not be
obligated to issue shares pursuant to any Options until all regulatory and legal
compliance has been effectuated in the judgment of the Company in its own
discretion, and any failure to obtain such compliance by the Company shall not
be deemed a breach of the Plan.
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<PAGE> 28
APPENDIX B
- - --------------------------------------------------------------------------------
REVOCABLE PROXY - CLASS A COMMON STOCK
AMERICAN MEDIA, INC.
ANNUAL MEETING OF STOCKHOLDERS
August 13, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard W. Pickert and Peter A. Nelson
as proxies each with full powers of substitution to act, as attorneys and
proxies for the undersigned, to vote all shares of Class A Common Stock of
American Media, Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders, to be held at The Ritz Carlton Hotel, 100 South Ocean
Boulevard, Manalapan, Florida, on Wednesday, August 13, 1997 at 9:30 a.m.,
local time, and at any postponement or adjournment thereof, as stated on the
reverse side.
THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER WILL
BE VOTED AT THE ANNUAL MEETING AND AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF
IN ACCORDANCE WITH THE DIRECTIONS SPECIFIED HEREIN. IF NO DIRECTIONS ARE
INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTORS LISTED IN PROPOSAL 1, TO APPROVE AN AMENDMENT TO THE COMPANY'S STOCK
OPTION PLAN WHICH IS PROPOSAL 2, AND FOR RATIFICATION OF THE SELECTION OF THE
INDEPENDENT PUBLIC ACCOUNTANTS WHICH IS PROPOSAL 3, AND ON OTHER MATTERS
PRESENTED FOR A VOTE, IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS ACTING
UNDER THIS PROXY. IN THE EVENT ANY NOMINEE FOR ELECTION AS DIRECTOR BECOMES
UNAVAILABLE TO SERVE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BALANCE
OF THOSE NAMED AND A SUBSTITUTE SELECTED BY THE BOARD OF DIRECTORS.
Each stockholder giving a proxy has the power to revoke it any time
before it is voted, either in person at the Annual Meeting, by written notice
to the Secretary of American Media, Inc. or by delivery of a later-dated proxy.
Attendance at the annual Meeting without further action will not automatically
revoke a proxy.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 29
<TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
<S> <C> <C>
Please mark
your votes as [X]
indicated in
this example
PROPOSAL 1 PROPOSAL 2
To elect as directors of American Media, Inc. all of the To approve an amendment to the American Media, Inc. Stock
following nominees: Messrs. Barry Baker, Anthony J. Option Plan.
Bolland, Michael J. Boylan, Iain Calder, Peter J. Callahan,
Roy F. Coppedge, III, Steven B. Dodge, Gerald S. Hobbs,
Maynard Rabinowitz, Gerry M. Ritterman and Roger Wood
(except as written contrary below).
FOR WITHHELD FOR ALL FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
FOR, except vote withheld from
PROPOSAL 3
- - -------------------------------------------------------- To ratify the selection of Arthur Andersen LLP as independent
public accountants for the fiscal year ending March 30, 1998.
- - --------------------------------------------------------
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
OTHER BUSINESS
In their judgment, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting
and any adjournment or postponement thereof.
Please sign exactly as your name appears on this card. When
signing as attorney-in-fact, personal or legal representative,
executor, administrator, trustee or guardian, please give your
full title. When shares are held by joint tenants, both should
sign.
Signature: Date:
-------------------------------- ---------------
Signature: Date:
-------------------------------- ---------------
PLEASE MARK YOUR CHOICES LIKE THIS [X] IN BLACK OR BLUE INK
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED ADDRESSED ENVELOPE
- - ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
