0001193125-12-428477.txt : 20130308 0001193125-12-428477.hdr.sgml : 20130308 20121019141034 ACCESSION NUMBER: 0001193125-12-428477 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000041870 IRS NUMBER: 362702593 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619891009 MAIL ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTRIBUTION SERVICES INC CENTRAL INDEX KEY: 0000853930 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 591641185 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619977733 MAIL ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDIA INC CENTRAL INDEX KEY: 0000880555 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 650203383 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619977733 MAIL ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: ENQUIRER STAR GROUP INC DATE OF NAME CHANGE: 19950213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRY MUSIC MEDIA GROUP INC CENTRAL INDEX KEY: 0001091526 IRS NUMBER: 650462019 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619977733 MAIL ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: COUNTRY WEEKLY INC DATE OF NAME CHANGE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDIA MINI MAGS INC CENTRAL INDEX KEY: 0001171637 IRS NUMBER: 650963854 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619977733 MAIL ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEIDER PUBLICATIONS LLC CENTRAL INDEX KEY: 0001238802 IRS NUMBER: 753091848 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619977733 MAIL ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33431 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMI DIGITAL, INC. CENTRAL INDEX KEY: 0001553200 IRS NUMBER: 452223809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: (917) 256-5483 MAIL ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMI PAPER, INC. CENTRAL INDEX KEY: 0001553202 IRS NUMBER: 274203518 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: (917) 256-5483 MAIL ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ODYSSEY MAGAZINE PUBLISHING GROUP, INC. CENTRAL INDEX KEY: 0001553463 IRS NUMBER: 452590968 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: (917) 256-5483 MAIL ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: ODYSSEY MAGAZINE PUBLISHING GROUP LLC DATE OF NAME CHANGE: 20120702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMI CELEBRITY PUBLICATIONS, LLC CENTRAL INDEX KEY: 0001553464 IRS NUMBER: 650963864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: (917) 256-5483 MAIL ADDRESS: STREET 1: 4 NEW YORK PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 CORRESP 1 filename1.htm CORRESP

American Media, Inc.

1000 American Media Way

Boca Raton, Florida 33464-1000

October 19, 2012

BY EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Loan Lauren P. Nguyen

                 Special Counsel

 

Re: American Media, Inc.

Registration Statement on Form S-4, as amended

Initially filed August 22, 2012

File No. 333-183477

Ladies and Gentlemen:

This letter is provided to the staff of the Securities and Exchange Commission (the “Staff”) in connection with the above-referenced Registration Statement, as amended (the “Registration Statement”) relating to the offer to exchange (the “Exchange Offer”) the 11.5% First Lien Senior Secured Notes due 2017 (the “New Notes”) of American Media, Inc. (the “Company”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to such Registration Statement, for the Company’s outstanding 11.5% First Lien Senior Secured Notes due 2017 issued on December 1, 2010 (the “Old Notes”). The Old Notes are, and the New Notes will be, guaranteed by certain domestic subsidiaries of the Company (collectively, the “Guarantors”). The Company hereby informs the Staff that it is registering the Exchange Offer in reliance on the Staff position enunciated in “Morgan Stanley & Co., Incorporated,” SEC No-Action Letter (available June 5, 1991), as interpreted in the Staff’s letter to Shearman & Sterling dated July 2, 1993, and “Exxon Capital Holdings Corporation,” SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”). The Exchange Offer will remain in effect for a limited time in compliance with Rule 14e-1 under the Securities Exchange Act of 1934, but will not require the Company to maintain an “evergreen” registration statement. Unless otherwise indicated, defined terms used herein shall have the same meaning as set forth in the above-referenced Registration Statement.

Neither the Company nor any of the Guarantors have entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company’s and the Guarantors’ information and belief, each entity participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the

Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes to be acquired in the Exchange Offer (i) could not rely on the Staff’s position enunciated in the Exxon Capital Letter or similar interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of

Regulation S-K.

The Company will also make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, which prospectus may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer).

The Company will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions: (i) if the exchange offeree is not a broker-dealer, a representation that it is not engaged in, and does not intend to engage in, a distribution of the New Notes; and (ii) if the exchange offeree is a permitted broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer. The transmittal letter or similar documentation also will include a statement to the effect that by so acknowledging and delivering a prospectus, a broker-dealer will not deemed to admit that it is an “underwriter” within the meaning of the Securities Act. In addition, the transmittal letter will also include a representation that neither the broker-dealer nor any beneficial owner has any arrangement or understanding with any person to participate in the distribution of the Old Notes or the New Notes within the meaning of the Securities Act.

 

Very truly yours,

AMERICAN MEDIA, INC.

By:   /s/ Christopher V. Polimeni
 

 

  Name: Christopher V. Polimeni
  Title:   Executive Vice President, Chief
              Financial Officer and Treasurer