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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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
December 30, 1997
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-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 (10-97)
Page 1
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SCHEDULE 13D
CUSIP No. 29354101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
PEMIMA, L.P.,
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions)
00
5 CHECK 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
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,713,318
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
8,675,456.2
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,675,456.2
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
The reporting person disclaims beneficial ownership of shares
owned by Boston Ventures Limited Partnership III
and Boston Ventures Limited Partnership IIIA.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
14 TYPE OF REPORTING PERSON(See Instructions)
PN
Page 2
<PAGE>
SCHEDULE 13D
CUSIP No. 29354101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Michael J. Boylan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK 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
8,675,456.2
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,675,456.2
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
The reporting person disclaims beneficial ownership of shares
owned by Boston Ventures Limited Partnership III, Boston Ventures
Limited Partnership IIIA and 7,807,910.5 shares owned by PEMIMA, L.P.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
Page 3
<PAGE>
SCHEDULE 13D
CUSIP No. 29354101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Peter J. Callahan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK 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 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
Page 4
<PAGE>
SCHEDULE 13D
CUSIP No. 29354101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Maynard Rabinowitz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK 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 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
Page 5
<PAGE>
SCHEDULE 13D
CUSIP No. 29354101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Boston Ventures Limited Partnership III, I.R.S. No. 043052121
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
The reporting person disclaims beneficial ownership of the shares
owned by PEMIMA, L.P., Michael J. Boylan and Boston Ventures Limited
Partnership IIIA
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON(See Instructions)
PN
Page 6
<PAGE>
SCHEDULE 13D
CUSIP No. 29354101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Boston Ventures Limited Partnership IIIA, I.R.S. No. 043077486
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK 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 (See Instructions) [X]
The reporting person disclaims beneficial ownership of the shares
owned by PEMIMA, L.P., Michael J. Boylan and Boston Ventures Limited
Partnership III
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
Page 7
<PAGE>
SCHEDULE 13D/A
(Amendment No. 10)
This statement amends and supplements the Schedule 13D filed by the
Reporting Entities (as defined therein) with the Securities and Exchange
Commission (the "SEC") on August 5, 1991 (the "Original Schedule 13D"), as
amended by Amendment No. 1 thereto, filed with the SEC on September 16, 1991
("Amendment No. 1"), Amendment No. 2 thereto, filed with the SEC on January 6,
1992 ("Amendment No. 2"), Amendment No. 3 thereto, filed with the SEC on June
23, 1992 ("Amendment No. 3"), Amendment No. 4 thereto, filed with the SEC on
July 14, 1993 ("Amendment No. 4"), Amendment No. 5 thereto, filed with the SEC
on May 9, 1994 ("Amendment No. 5"), Amendment No. 6 thereto, filed with the SEC
on July 18, 1994 ("Amendment No. 6"), Amendment No. 7 thereto, filed with the
SEC on February 9, 1995 ("Amendment No. 7"), Amendment No. 8 thereto, filed with
the SEC on April 14, 1997 ("Amendment No. 8"), and Amendment No. 9 thereto,
filed with the SEC on June 4, 1997 ("Amendment No. 9"). The Original Schedule
13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment
No. 9 are collectively referred to herein as the "Schedule 13D".
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by adding the following to the
end of the first paragraph thereof:
In addition to Messrs. Michael J. Boylan, Peter J. Callahan and Maynard
Rabinowitz and B.V. III and B.V. IIIA, this Statement is being filed by PEMIMA,
L.P., a limited partnership organized under the laws of the state of Delaware
("PEMIMA" and together with Messrs. Boylan, Callahan and Rabinowitz and B.V. III
and B.V. IIIA, the "Reporting Entities").
The principal place of business and the office of PEMIMA are located at 476
Navisink River Road, Red Bank, New Jersey 07701. The general partner of PEMIMA
is Mr. Boylan. The principal business of PEMIMA is solely to hold the
equity and other interests in the Issuer which have been transferred to PEMIMA
by its general partner and limited partners.
Page 8
<PAGE>
Item 3. Source and Amount of Funds or Other Compensation.
Item 3 of the Schedule 13D is hereby amended by adding the following to the
end thereof:
PEMIMA acquired the Common Stock from its general partner, Mr. Boylan, and
its limited partners, Messrs. Callahan and Rabinowitz, who transferred all of
their shares of Common Stock to PEMIMA and received partnership interests in
PEMIMA proportional to their capital contributions.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following to the
end thereof:
PEMIMA acquired the Common Stock in connection with estate and tax planning
by its general partner and limited partners. PEMIMA may, from time to time,
acquire additional shares of Common Stock through open market or privately
negotiated transactions depending on the existing market conditions and other
considerations. PEMIMA intends to review its 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 investment in the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by adding the following to the
end thereof:
As of November 7, 1997, there were 21,642,294 shares of Class A Common
Stock and 20,702,005 shares of Class C Common stock outstanding.
Page 9
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of Class A
Ownership Common Stock Percent of Voting
(1) (2) Power (2)
--- --- ----- ---
<S> <C> <C> <C>
Michael J. Boylan 8,675,456.2 20.8 20.8
Peter J. Callahan 0 0 0
Maynard Rabinowitz 0 0 0
PEMIMA, L.P. 8,675,456.2 20.8 20.8
</TABLE>
- -----------------------------
(1) Except for 339,859 shares of Class A Common Stock beneficially owned
by PEMIMA and Mr. Boylan, all shares reflected are shares of Class C
Common Stock.
In connection with the transfer of the shares of Class A Common Stock
and Class C Common Stock by Messrs. Boylan, Callahan and Rabinowitz to
PEMIMA on December 30, 1997, PEMIMA has assumed all rights,
obligations and duties of Messrs. Boylan, Callahan and Rabinowitz
pursuant to the Stockholders Agreement. As a result of the
Stockholders Agreement, PEMIMA, Mr. Boylan (as general partner of
PEMIMA) 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 51.3%.
(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 30.3% for PEMIMA and
Mr. Boylan, 35.7% for B.V. III, 9.4% for B.V. IIIA, and 46.7% for
Boston Ventures Company Limited Partnership III, Messrs. Bolland,
Coppedge, Thompson, Wallace and Wilson and Ms. Crowninshield. If
PEMIMA, Mr. Boylan and Boston Ventures are deemed to have shared
voting power as a result of the Stockholders Agreement, the percentage
of their voting power would be 75.4%.
Page 10
<PAGE>
(b) See footnotes 1 and 2 to Item 5(a) above. Mr. Boylan, as
the sole general partner of PEMIMA, is deemed to be the beneficial owner of the
shares of Common Stock beneficially owned by PEMIMA and to have shared voting
power and sole investment power with respect to such shares.
(c) Except for the transfer of shares of Common Stock from
Messrs. Boylan, Callahan and Rabinowitz to PEMIMA on December 30, 1997, none of
the Reporting Entities nor, to the best of their knowledge, any person listed in
this Item 5, has affected any transactions in the Class A Common Stock during
the preceding 60 days.
(e) On December 30, 1997, both Mr. Callahan and Mr. Rabinowitz
ceased to be beneficial owners 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.
Item 6 of the Schedule 13D is hereby amended by adding the following to the
end thereof:
Messrs. Boylan, Callahan and Rabinowitz assigned their rights, duties and
obligations under the Stockholders Agreement to PEMIMA on December 30, 1997.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement, by and among Boston Ventures, Messrs.
Boylan, Callahan, and Rabinowitz and PEMIMA, dated January 20, 1998.
Page 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: January 20, 1998
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/ Michael J. Boylan
----------------------
Michael J. Boylan
/s/ Peter J. Callahan
---------------------
Peter J. Callahan
/s/ Maynard Rabinowitz
----------------------
Maynard Rabinowitz
Page 12
<PAGE>
PEMIMA, L.P.
By:/s/ Michael J. Boylan
---------------------------
Michael J. Boylan,
General Partner
Page 13
<PAGE>
<PAGE>
Exhibit 1
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: January 20, 1998
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
<PAGE>
/s/ Michael J. Boylan
----------------------
Michael J. Boylan
/s/ Peter J. Callahan
---------------------
Peter J. Callahan
/s/ Maynard Rabinowitz
----------------------
Maynard Rabinowitz
PEMIMA, L.P.
By:/s/ Michael J. Boylan
---------------------------
Michael J. Boylan,
General Partner
