SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMERICAN MEDIA, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
02744L100
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(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
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CUSIP No. 02744L100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald A. Yacktman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) |X|
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
-0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
130,000 (see footnote 1)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
1,204,700 (see footnote 1)
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,204,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53% (see footnote 2)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 Represents shares beneficially owned by Yacktman Asset Management Co.;
the undersigned holds 100% of the outstanding shares of capital stock of
Yacktman Asset Management Co.
2 Based upon an aggregate of 21,787,189 shares outstanding at November 9,
1998.
Page 2 of 7 Pages
<PAGE>
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CUSIP No. 02744L100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Yacktman Funds, Inc. - 36-3831621
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 5 SOLE VOTING POWER
996,800
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
-0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
-0-
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.58% (see footnote 1)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
1 Based upon an aggregate of 21,787,189 shares outstanding at November 9, 1998.
Page 3 of 7 Pages
<PAGE>
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CUSIP No. 02744L100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yacktman Asset Management Co. - 36-3780592
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
130,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
-0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
1,204,700
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
-0-
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,204,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53% (see footnote 1)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
1 Based upon an aggregate of 21,787,189 shares outstanding at November 9, 1998.
Page 4 of 7 Pages
<PAGE>
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CUSIP No. 02744L100
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This Amendment No. 2 to the undersigned's Schedule 13G, which was
originally filed on February 14, 1997 (the "Schedule 13G") with regard to
American Media, Inc. (the "Issuer") is being filed to amend Items 4 and 6 of the
Schedule 13G. Except as expressly stated herein, there have been no material
changes in the information set forth in the Schedule 13G.
Item 4. Ownership:
Donald A. Yacktman
(a) Amount Beneficially Owned: 1,204,700
(b) Percent of Class: 5.53%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 130,000
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition
of: 1,204,700
The Yacktman Funds, Inc.
(a) Amount Beneficially Owned: 996,800
(b) Percent of Class: 4.58%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 996,800
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition
of: -0-
Yacktman Asset Management Co.
(a) Amount Beneficially Owned: 130,000
(b) Percent of Class: 5.53%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 130,000
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of: 1,204,700
(iv) shared power to dispose or to direct the disposition
of: -0-
Page 5 of 7 Pages
<PAGE>
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CUSIP No. 02744L100
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Item 6. Ownership of More than Five Percent on Behalf of Another Person:
All securities reported on this Schedule are owned by
investment advisory clients of Yacktman Asset Management Co.
To its knowledge, no such clients own in excess of 5.0% of
the shares of Class A Common Stock.
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.
February 5, 1999
Date
/s/ Donald A. Yacktman
Donald A. Yacktman
THE YACKTMAN FUNDS, INC.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
YACKTMAN ASSET MANAGEMENT CO.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
Page 6 of 7 Pages
EXHIBIT 1
AGREEMENT dated as of February 5, 1999, by and among Donald A.
Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois corporation
("Yacktman Asset Management") and The Yacktman Funds, inc., a Maryland
corporation (the "Yacktman Funds").
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange
Act of 1934 (the "Act"), only one such statement need be filed whenever two or
more persons are required to file a statement pursuant to Section 13(d) of the
Act with respect to the same securities, provided that said persons agree in
writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Each of Yacktman, Yacktman Asset Management and The Yacktman Funds
hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one
Statement on Schedule 13G relating to their ownership of the Common Stock of
American Media, Inc. and hereby further agree that said Statement shall be filed
on behalf of each of Yacktman, Yacktman Asset Management and The Yacktman Funds.
Nothing herein shall be deemed to be an admission that the parties hereto, or
any of them are members of a "group" (within the meaning of Section 13(d) of the
Act and the rules promulgated thereunder) with respect to any securities of
American Media, Inc.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
/s/ Donald A. Yacktman
Donald A. Yacktman
THE YACKTMAN FUNDS, INC.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
YACKTMAN ASSET MANAGEMENT CO.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
Page 7 of 7 Pages
