-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsgthBSBKh7VbJCa0PfwM8B2oAnZ5J/CqAQiAkfF0XHuk304OCmjHqcvfJxui43B hf61sxBdbxenRY11MHthpA== 0000893750-08-000622.txt : 20081124 0000893750-08-000622.hdr.sgml : 20081124 20081124172640 ACCESSION NUMBER: 0000893750-08-000622 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081124 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081124 DATE AS OF CHANGE: 20081124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDIA OPERATIONS INC CENTRAL INDEX KEY: 0000853927 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 650203383 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11112 FILM NUMBER: 081211396 BUSINESS ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33464-1000 BUSINESS PHONE: 5619891120 MAIL ADDRESS: STREET 1: 1000 AMERICAN MEDIA WAY CITY: BOCA RATON STATE: FL ZIP: 33464-1000 FORMER COMPANY: FORMER CONFORMED NAME: ENQUIRER STAR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GP GROUP INC DATE OF NAME CHANGE: 19910815 8-K 1 form8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2008

 

AMERICAN MEDIA OPERATIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

001-11112

 

59-2094424

(State or other jurisdiction

of incorporation)

 

 

(Commission File Number)

 

 

(IRS Employer

Identification No.)

 

 

 

 

 

1000 American Media Way

Boca Raton, Florida

 

 

33464

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (561) 997-7733

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01    Other Events

On November 21, 2008, American Media Operations, Inc. issued a press release announcing the further extension of its cash tender offers and related consent solicitations for its outstanding senior subordinated notes until 11:59 p.m., New York City time, on December 15, 2008, as well as an amendment to the terms of the tender offers and related consent solicitations to provide that the tenders offers and consent solicitations are being made to holders of record of the notes as of 5:00 p.m. on December 9, 2008.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

 

 

 

Exhibit No.

 

 

Description

 

99.1

 

Press release dated November 21, 2008 of American Media Operations, Inc.




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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

 

 

 

 

 

 

AMERICAN MEDIA OPERATIONS, INC.
(Registrant)

 

 

 

Date: November 24, 2008

 

By:

 

   /s/ Dean D. Durbin                                          

 

 

Name:

 

Dean D. Durbin

 

 

Title:

 

Chief Operating Officer and Chief Financial Officer



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Exhibit Index

 

 

 

 

Exhibit No.

  

Description

99.1

  

Press release dated November 21, 2008 of American Media Operations, Inc.




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 EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

For Immediate Release


American Media Operations, Inc. Announces Extension and Amendment of its Cash Tender Offers and Related Consent Solicitations for Outstanding Senior Subordinated Notes


NEW YORK, NY, November 21, 2008 --- American Media, Inc. (“AMI”) announced today that its subsidiary American Media Operations, Inc. (“AMOI” and, together with AMI, the “Company”) has extended the expiration date for and amended its previously announced cash tender offers (the “Tender Offers”) and consent solicitations (the “Consent Solicitations”) in respect of an aggregate of approximately $570 million of its outstanding senior subordinated notes (the “Existing Notes”), consisting of (1) $400,000,000 aggregate principal amount of 10¼% Series B Senior Subordinated Notes due 2009 (CUSIP No. 02744RAH0) and $14,544,000 aggregate principal amount of 10¼% Series B Senior Subordinated Notes due 2009 (CUSIP No. 02744RAM9) (collectively, the “2009 Notes”) and (2) $150,000,000 aggregate principal amount of 8 7/8% Senior Subordinated Notes due 2011 (CUSIP No. 02744R AK3) and $5,454,000 aggregate principal amount of 8 7/8% Senior Subordinated Notes due 2011 (CUSIP No. 02744RAP2) (collectively, the “2011 Notes”).  

 

The Tender Offers and Consent Solicitations, which were originally scheduled to expire at 11:59 p.m., New York City time, on September 25, 2008, and were previously extended until 5:00 p.m., New York City time, on November 21, 2008, are being further extended until 11:59 p.m., New York City time, on December 15, 2008 (the “Expiration Time”), unless further extended.  In addition, AMOI has amended the terms of the Tender Offers and Consent Solicitations to provide that the Tender Offers and Consent Solicitations are being made to holders of record of Existing Notes as of 5:00 p.m. on December 9, 2008. All other terms, provisions and conditions of the Tender Offers and Consent Solicitations will remain in full force and effect.  

 

AMI also announced today that it continues to be engaged in discussions with lenders holding more than a majority of the borrowings under AMOI’s credit facilities and bondholders holding more than a majority of each series of Existing Notes and believes substantial progress continues to be made toward achieving a financial restructuring and significant delevering of the Company.

 

The Tender Offers and Consent Solicitations are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, as amended, and the related Letter of Transmittal and Consent, and the Consent Solicitation Statement, as amended, and the related Letter of Consent, each dated August 26, 2008, which more fully set forth the terms of the Tender Offers and the Consent Solicitations.  Eligible holders who wish to receive the total consideration must validly tender and not validly withdraw their Existing Notes on or prior to the Expiration Time. All other holders who wish to receive the consent payment must validly consent and not validly revoke their consents on or prior to the Expiration Time.

 

J.P. Morgan Securities Inc. is acting as the Dealer Manager for the Tender Offers and Solicitation Agent for the Consent Solicitations and can be contacted at (212) 357-0775 (collect).  MacKenzie Partners, Inc. is acting as the Information Agent for the Tender Offers and Consent Solicitations as well as Tabulation Agent for the Consent Solicitations.  Requests for documentation relating to the Tender Offers and Consent Solicitations may be directed to the Information Agent at (800) 322-2885 (toll free) and (212) 929-5500 (collect).  

 

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Existing Notes. The offers to buy the Existing Notes are only being



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made pursuant to the tender offer documents.  The Tender Offers and the Consent Solicitations are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers and the Consent Solicitations to be made by a licensed broker or dealer, the Tender Offers and the Consent Solicitations will be deemed to be made on behalf of AMOI by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.


About American Media, Inc.


American Media, Inc. is the leading publisher of celebrity journalism and health and fitness magazines in the U.S.  These include Star, Shape, Men’s Fitness, Fit Pregnancy, Natural Health, and The National Enquirer.  In addition to print properties, AMI owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company.


This press release contains “forward-looking statements,” within the meaning of the federal securities laws that involve risks and uncertainties. All statements herein that address activities, events or developments that AMI or AMOI expect or anticipate will or may occur in the future, including estimates of financial performance and such things as business strategy, measures to implement strategy, competitive strengths, goals, references to future success and other events, are generally forward-looking statements.


AMI’s actual results may differ materially from its estimates. Whether actual results, events and developments will conform to AMI’s expectations is subject to a number of risks and uncertainties and important factors, many of which are beyond AMI’s control. Among the risks and uncertainties which could cause AMI’s actual results to differ from those contemplated by its forward-looking statements are the risk that AMI may not be able to refinance its debt; AMI may not be able to successfully develop its magazine operations so that they continue to generate sufficient cash flow to enable AMOI to meet its obligations under its senior credit facility and bond indentures, including the financial covenants under its senior credit facility; AMOI’s ability to comply with covenant requirements in its agreements with its lenders and in its indentures; AMOI’s ability to implement and maintain an effective system of internal controls over financial reporting; actions of rating agencies; industry and general economic conditions; AMI’s ability to realize its expected benefits from cost savings and revenue enhancement initiatives; and the risks and uncertainties contained in AMOI’s periodic reports filed with the Securities and Exchange Commission. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the results, events or developments referenced herein will occur or be realized.


Contact:

Dean Durbin

Chief Operating Officer and Chief Financial Officer

American Media, Inc.

(212) 545-4829

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