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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of EMP Acquisition Corp. (a Delaware corporation)
Reporting Person* (Last) (First) (Middle)
65 East 55th Street
(Street)
New York New York 10022
(City) (State) (Zip)
2. Date of Event 2/16/99
Requiring Statement
(Month/Day/Year)
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Issuer Name and Ticker American Media, Inc. Symbol: ENQ
or Trading Symbol
5. Relationship of Director X 10% Owner
Reporting Person(s) to Officer (give Other (specify
Issuer title below) below)
(Check all
applicable)
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6. If Amendment, Date of
Original
(Month/Day/Year)
7. Individual or X Form filed by One Reporting Person
Joint/Group Filing Form filed by More than One Reporting
(Check Applicable Person
Line)
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FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities No Securities beneficially owned. See attachment.
Beneficially Owned
(Instr. 4)
3. Ownership Form:
Direct (D) or Indirect
(I) (Instr. 5)
4. Nature of Indirect
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
(Over)
SEC 1473 (7-96)
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Table II -- Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Date Exercisable Expiration Date
Expiration Date
(Month/Day/Year)
3. Title and Amount of Title Amount or
Securities Underlying Number of
Derivative Security Shares
(Instr. 4)
4. Conversion or Exercise Price
of Derivative Security
5. Ownership Form of Derivative
Security: Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
/s/ Austin M. Beutner 3/1/99
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**Signature of Reporting Person Date
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, See Instruction 6 for
procedure.
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Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
SEC 1473 (7-96)
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FORM 3 (continued)
Attachment to Form 3
Reporting Person: EMP Acquisition Corp. (a Delaware corporation)
Address: 65 East 55th Street
New York, New York 10222
Issuer and Ticker Symbol: American Media, Inc. (ENQ)
Date of Event Requiring Statement: 2/16/99
EMP Acquisition Corp. ("EMP") and American Media, Inc. ("American Media")
entered into an Agreement and Plan of Merger, dated as of February 16, 1999 (the
"Merger Agreement"), with respect to the merger of EMP with and into American
Media as provided for in the Merger Agreement. Concurrently with and as a
condition to the execution and delivery of the Merger Agreement EMP and certain
stockholders of American Media ("Stockholders")entered into a Voting Agreement
(the "Voting Agreement") pursuant to which such Stockholders have granted to EMP
an option to, upon the occurrence of certain events, purchase from such
Stockholders all of their shares of American Media Common Stock (the "Option
Shares") at a purchase price of $7.00 per share, subject to certain
anti-dilution adjustments (the "Option"). The Stockholders have also granted to
EMP an irrevocable proxy to vote the shares of American Media Common Stock held
by such Stockholders in accordance with the terms of the Voting Agreement. As a
result of these arrangements EMP may be deemed to be, for purposes of Section 16
of the Securities and Exchange Act of 1934, as amended, a beneficial owner of
such shares, provided however, that EMP expressly disclaims any pecuniary
interest in such shares.
SEC 1473 (7-96)
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