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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended March 31, 2016





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ____________ to ____________





Commission File Number 001-10784





American Media, Inc.


(Exact name of registrant as specified in its charter)


Delaware65-0203383State or other jurisdictionof incorporation or organization(I.R.S. EmployerIdentification No.)


1000 American Media Way, Boca Raton, Florida 33464


(Address of principal executive offices) (Zip Code)


(561) 997-7733


Registrant’s telephone number, including area code





Securities registered pursuant to section 12(b) of the Act: None


Securities registered pursuant to section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNoþIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesþNooIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesoNoþIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesþNooIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated fileroAccelerated fileroNon-accelerated filerþ(Do not check if a smaller reporting company)Smaller reporting companyo







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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesoNoþ





There is no public market for the registrant’s common stock.  The number of shares outstanding of the registrant's common stock, $0.0001 par value, as of June 30, 2016 was 100 .



















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AMERICAN MEDIA, INC.FORM 10-K/AFor the Fiscal Year Ended March 31, 2016TABLE OF CONTENTSPageExplanatory Note3PART IIIItem 10.Directors, Executive Officers and Corporate Governance4Item 11.Executive Compensation8Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters21Item 13.Certain Relationships and Related Transactions, and Director Independence23Item 14.Principal Accounting Fees and Services24PART IVItem 15.Exhibits, Financial Statement Schedules25Signatures31

















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EXPLANATORY NOTE





On June 29, 2016 , American Media, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2016 (the "Original Form 10-K").  This Amendment No. 1 (the "Amendment") amends Parts III and IV, Items 10 through 15 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") within 120 days after the end of the fiscal year.  We are filing this Amendment to include Part III information in the Original Form 10-K because the Company's definitive proxy statement will not be filed within 120 days after the end of the Company's 2016 fiscal year.





In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.





Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the SEC on June 29, 2016 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.  Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other reports filed with the SEC.





American Media, Inc. and its consolidated subsidiaries are referred to in this Amendment as American Media , AMI , the Company , we , our and us .








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PART III








Item 10. Directors, Executive Officers and Corporate Governance.





Directors and Executive Officers





In August 2014, we entered into an agreement and plan of merger (the "Merger Agreement") with AMI Parent Holdings, LLC, a Delaware limited liability company (the "Parent"), which is controlled by certain investors of AMI (collectively, the "Investors"), and  AMI Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Sub"), whereby the Merger Sub was merged with and into American Media, Inc. (the "Merger") with American Media, Inc. surviving the Merger as a wholly-owned subsidiary of the Parent.   As a result of the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of American Media, Inc.





In connection with the Merger, in August 2014, Parent, as the sole stockholder of the Company, elected Messrs. Ratner, Schwartz and Hughes to serve with Mr. Pecker as the Directors.  In addition, Parent appointed Messrs. Ratner, Schwartz and Hughes to the Audit Committee of the Board with Mr. Hughes serving as Chairman.





Our Directors and Executive Officers as of June 30, 2016 , together with their biographical summaries and business experience during the past five years and directorships of other public corporations during the past five years, are set forth below.





NameAgePositionDavid J. Pecker64Chairman, Chief Executive Officer, President and DirectorEvan Ratner53DirectorBarry Schwartz51DirectorDavid R. Hughes53DirectorChristopher V. Polimeni50Executive Vice President, Chief Financial Officer and TreasurerKevin Hyson66Executive Vice President and Chief Marketing OfficerDavid Bonnett49Executive Vice President of Digital Media Operations and Chief Information OfficerRobert M. O'Neill53Senior Vice President, OperationsBrian Kroski46Senior Vice President and Chief Digital OfficerMarc Fierman55Senior Vice President and Chief Accounting OfficerEric S. Klee45Senior Vice President, Secretary and General Counsel





David J. Pecker  has been our Chairman, Chief Executive Officer, President and a Director since May 1999.  Prior to 1999, Mr. Pecker was president and chief executive officer of Hachette Filipacchi Magazines, Inc.  He was appointed chief executive officer of Hachette Fillipacchi Magazines, Inc. in 1992, after being named president of Hachette Magazines, Inc. in September 1991.  Previously, since September 1990, Mr. Pecker had served as executive vice president, chief operating officer and chief financial officer for Hachette Magazines, Inc., formerly Diamandis Communications, Inc.  Mr. Pecker has 30 years of publishing industry experience, having worked as the director of financial reporting at CBS, Inc. Magazine Group and as the vice president and controller of Diamandis Communications Inc.  Mr. Pecker currently serves as a director of the Madison Square Boys and Girls Club of New York and SlimFast. Mr. Pecker was appointed to the board of trustees of Pace University in February 2009.  Mr. Pecker received a B.B.A. degree from Pace University, received an honorary doctorate degree in commercial science from Pace University in 1998 and is the founder, past president and a current director of the Federal Drug Enforcement Foundation.  Mr. Pecker was appointed as a director of American Media, Inc. due to his extensive experience in the publishing industry.








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Evan Ratner has served as a Director since August 2014 and also serves on the Board's Audit Committee.  Mr. Ratner is a Partner and Portfolio Manager at Chatham Asset Management, LLC which he joined in 2009. From 2003 to 2009, Mr. Ratner was employed by Credit Suisse as Managing Director and Head of Distressed Research. From 2002 to 2003, Mr. Ratner served as the Distressed Portfolio Manager for Darmel Management, an event-driven hedge fund. From 1991 to 2002, Mr. Ratner was employed by DLJ/Credit Suisse in investment banking, high yield research and distressed research, rising to the level of Managing Director and Head of Distressed Research. Before joining DLJ, Mr. Ratner was a financial analyst in Goldman Sachs’ Investment Banking Group focusing on financial institutions. Mr. Ratner is a member of the board of directors of The Bass Foundation.  Mr. Ratner is a member of the Board of Trustees of the Early Childhood Learning Center and serves on the finance committee.  Mr. Ratner earned a B.A. degree in Economics from Columbia College and a M.B.A degree in Finance from Columbia University Graduate School of Business.  Mr. Ratner was appointed as a director of American Media, Inc. based on his directorship experience as well as his experience in managing high yield and distressed investments.





Barry Schwartz has served as a Director since August 2014 and also serves on the Board's Audit Committee.  Mr. Schwartz is a Partner and Senior Analyst: Media, Telecom, Cable and Satellite at Chatham Asset Management, LLC which he joined in 2006. Mr. Schwartz was a co-founder and managing member of Quarry Point Partners, a long-short, high yield hedge fund, from 2004 to 2006. From 2001 to 2004, Mr. Schwartz served as a Managing Director and Head of High Yield Trading and Sales at Bank One Capital Markets (now part of J.P. Morgan). Mr. Schwartz served as the Global Head of High Yield Trading at ABN Amro from 1999 to 2001. Mr. Schwartz also served in a high yield research role at BancAmerica Robertson Stephens, Nomura and PaineWebber, where he specialized in the media and telecom sectors. Mr. Schwartz began his career with Merrill Lynch in 1987. Mr. Schwartz earned a B.S. degree in Accounting and Financial Management from the University of Delaware.  Mr. Schwartz was appointed as a director of American Media, Inc. based on his directorship experience as well as his experience in managing high yield and distressed investments.





David R. Hughes has served as a Director since January 2013 and also serves as Chairperson of the Board's Audit Committee. Mr. Hughes joined Shore Memorial Hospital d/b/a Shore Medical Center as chief financial officer in January 2014, prior to which Mr. Hughes served as a member of the board of trustees through November 2013. Mr. Hughes has 27 years of operational and financial experience with executive experience in the gaming and hospitality industry. Mr. Hughes previously served as executive vice president, treasurer and chief financial officer of Trump Entertainment Resorts Inc. from November 2010 until December 2013. In September 2014, Trump Entertainment Resorts Inc. filed for Chapter 11 bankruptcy protection and its Plan of Reorganization was confirmed in March 2015 and became effective in February 2016.  Mr. Hughes was corporate executive vice president and chief financial officer of MTR Gaming Group (“MTR”) between May 2008 and November 2010. From 2003 to 2008, Mr. Hughes served in various positions at MTR, including as corporate executive vice president strategic operations and chief operating officer of its flagship property in West Virginia. Mr. Hughes served as chief financial officer of Penn National Gaming's Charles Town Races & Slots property in Charles Town, West Virginia prior to joining MTR. Mr. Hughes also previously held operational and financial positions with major gaming companies throughout the United States, including Atlantic City, New Jersey, having served as senior vice president and chief financial officer of Sun International Resorts Hotel and Casino and in positions at Trump Plaza Hotel and Casino from 1988 to 1995. Mr. Hughes began his career in gaming in table game operations in 1984 at the Sands Hotel and Casino.  Mr. Hughes is a member of the board of directors of iPayment, Inc. and serves as the chairman of the compensation committee.  Mr. Hughes is a member of the board of directors of Rivers Casino and serves as chairman of the audit and compliance committee.  Mr. Hughes is a member of the board of directors of Shore Quality Partners and chairman of the finance committee. Shore Quality Partners is a physician lead organization made up of over 200 physicians. Mr. Hughes also serves on the board of directors of the Greater Atlantic City Chamber of Commerce and the board of directors of St. Joseph Regional School in Somers Point, New Jersey. Mr. Hughes holds a B.S. degree in Business Administration and Accounting from Richard Stockton College and is a Certified Public Accountant (non-active). Mr. Hughes was appointed as a director of American Media, Inc. based on his significant operational and financial experience in the entertainment industry and as a director on other company boards.





Christopher V. Polimeni is Executive Vice President, Chief Financial Officer and Treasurer.  Prior to being appointed Chief Financial Officer of the Company in March 2010, Mr. Polimeni served as Executive Vice President, Chief Accounting Officer and Treasurer from July 2009, Senior Vice President, Chief Accounting Officer and Treasurer from January 2009 and Senior Vice President of Finance and Treasurer of the Company from September 2008 and as Senior Vice President of Process Improvement from the time he joined the Company in February 2007 until September 2008.  Prior to joining the Company, he formed his own consulting firm in 2003 and provided services in areas such as Securities and Exchange Commission reporting, mergers and acquisitions, internal control evaluations, reorganizations and technology strategic planning and implementation.  From 1994 to 2003, Mr. Polimeni served as vice president of finance and corporate controller of GE Supply Logistics (formerly Questron Technology), a provider of inventory logistics management services. Mr. Polimeni worked in public accounting between 1987 and 1994.  Mr. Polimeni received a B.B.A. degree in Accounting and Business Computer Information Systems from Hofstra University and passed the Certified Public Accountant exam in 1992.








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Kevin Hyson  is Executive Vice President and Chief Marketing Officer.  Mr. Hyson joined the Company in 1999 as a Senior Vice President and Chief Marketing Officer and was promoted to Executive Vice President in 2001.  Prior to joining the Company, Mr. Hyson was president of Hylen Sharp, a marketing firm whose clients included Hachette, JVC and Sony, based in Greenwich, Connecticut from 1990 to 1999.





David Bonnett has been our Executive Vice President of Digital Media Operations since April 2012.  Mr. Bonnett has also been our Chief Information Officer since 2006.  Mr. Bonnett served in the information technology department of Globe Communications from 1993 and was promoted to Vice President of Information Technology in 1999.  His current responsibilities include overseeing the digital operations and technologies department as well as managing the Company's information technology department.





Robert M. O’Neill has  been our Senior Vice President, Operations since 2013 and in January of 2016, Mr. O’Neill assumed additional responsibility for the distribution and retail marketing operations.  From 2004 to 2013, Mr. O’Neill served as our Vice President, Manufacturing and Logistics.  From June 2002 to August 2004, Mr. O’Neill served as our Director, Manufacturing Finance and Administration.  Prior to joining the Company, he formed his own consulting firm in 2000. From 1996 to 1999, Mr. O’Neill served as director of finance and administration for Globe Marketing Services.  Mr. O’Neill was previously employed by Deloitte & Touche LLP.  Mr. O’Neill received a B.S. degree from the University of Central Florida, and is a Certified Public Accountant in the State of Florida and a Veteran of the United States Army.





Brian Kroski has been our Senior Vice President and Chief Digital Officer since December 2014.  Prior to being appointed Senior Vice President and Chief Digital Officer, Mr. Kroski served as Vice President and General Manager - Digital Business Operations since April 2013, when he joined the Company.  Prior to joining the Company, Mr. Kroski was General Manager, Digital at Dennis Publishing, US from September 2011 through April 2013.  Mr. Kroski also served as the Chief Digital Officer at YourTango from December 2010 through August 2011.  Mr. Kroski served as the Chief Operating Officer/ President ARTINFO at Louise Blouin Media from November 2009 through December 2010.  Mr. Kroski was the General Manager, Online at The New York Observer from October 2006 to October 2009.  From March 2004 through October 2006, Mr. Kroski served as a Director of Product Management & Planning at Rodale Press.  Mr. Kroski has also worked at web technology, strategy and development agencies where he was responsible for managing deliverables and client relationships.





Marc Fierman  is Senior Vice President and Chief Accounting Officer.  Prior to being appointed Chief Accounting Officer of the Company in January 2012, Mr. Fierman served as Senior Vice President of Finance and Chief Financial Officer of Distribution Services, Inc. since July 2011, when he joined the Company.  Prior to joining the Company, Mr. Fierman served as Executive Vice President and Chief Financial Officer of Source Interlink Companies from November 2002 to January 2011 and Senior Vice President of Finance of Source Interlink Companies from January 1999 to November 2002. Source Interlink Companies was an integrated media, publishing, merchandising and logistics company.  From 1997 to 1999, Mr. Fierman served as Chief Financial Officer and Treasurer of Brand Manufacturing Corp., and Mr. Fierman was an accounting professional between 1982 and 1997. Mr. Fierman received a B.S. degree in Accounting from Brooklyn College, City University of New York and passed the Certified Public Accountant exam in 1987.





Eric S. Klee has been Senior Vice President,  Secretary and General Counsel since February 2014.  Prior to being appointed Senior Vice President, Mr. Klee served as Vice President, Secretary, and General Counsel since March 2013 and served as Vice President, Secretary and Deputy General Counsel since June 2012 when he joined the Company.  Prior to joining the Company, Mr. Klee was the Secretary and General Counsel of Prestige Brands Holdings, Inc. from March 2010 through February 2012 and served as Associate General Counsel for Prestige Brands Holdings from April 2006 through March 2010.  Mr. Klee was an Associate at Kane Kessler, P.C. from July 2003 to April 2006.  Mr. Klee also served as Assistant General Counsel of NBTY, Inc. from January 2002 to December 2002.  From January 2000 to January 2002, Mr. Klee was an Associate at Kaye Scholer LLP.  From September 1997 to January 2000, Mr. Klee was an Associate at White & Case LLP.  Mr. Klee received a B.A. degree from Tufts University and a J.D. degree from Syracuse University College of Law. Mr. Klee is licensed to practice law in the State of New York.








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Corporate Governance





Our Board and its committees are involved, on an ongoing basis, in the oversight of the risk management process as it relates to the business and operations of the Company. The Board believes that good corporate governance is critical to fulfilling the Company’s obligations to our stockholders. Our Board, as a whole, determines the appropriate level of risk for our Company and assesses the specific risks that we face and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our Board administers this risk management oversight function, our Audit Committee supports our Board in discharging its oversight duties and addresses risks inherent in its respective area. We believe this division of responsibilities is an effective approach for addressing the risks we face.





Our Board has adopted a Code of Ethics and Corporate Conduct that applies to our principal executive officers and senior financial officers, and a Statement of Corporate Governance and a policy regarding Related Person Transactions. Our Audit Committee has adopted an Audit Committee Charter.  Our Code of Ethics and Corporate Conduct, Statement of Corporate Governance and policy regarding Related Person Transactions are available on our website, http://www.americanmediainc.com, under “About Us,” and our Audit Committee Charter is available under "About Us," under "Board Committees," and all documents are otherwise available in print to any stockholder who requests them from our Corporate Secretary. Please direct all requests to: Corporate Secretary, American Media, Inc., 4 New York Plaza, 2nd Floor, New York, New York 10004.  We intend to post amendments to or waivers from our Code of Ethics and Corporate Conduct (to the extent applicable to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or controller, or persons performing similar functions) on our website, http://www.americanmediainc.com.





Board Independence





Our Board consists of four members. Since our securities are not listed on any national securities exchange, there are no exchange-based independence standards applicable to our Board. However, the Board reviewed the independence of its members based on the independence definition set forth in the NASDAQ Marketplace rules and determined that Messrs. Ratner, Schwartz and Hughes would be deemed independent (the "Independent Directors"). Mr. Pecker, who serves as our Chairman of the Board, Chief Executive Officer and President would not qualify as independent. In making these determinations, the Board considered all relationships between us and each director and each director’s family members and other potential conflicts.  Our Board has not appointed a lead independent director and believes this structure allows it the flexibility to select, on an as needed basis, its independent director to manage or supervise a project based on the specific director's background and experience and the subject matter for such project.





Our Independent Directors currently serve or have served as a member of senior management of other public companies and have served as directors of other public companies. We believe that the number of independent, experienced directors that make up our Board benefits our Company and our stockholders.





Board of Directors and Committees





Our Board held four meetings during fiscal 2016 . All of the directors attended 75% or more of the aggregate number of meetings of our Board and the committees on which they served, except for Mr. Ratner who attended 50% of the aggregate number of meetings. The non-employee members of our Board also met (or were offered the opportunity to do so) in executive session without management present as part of each regular meeting.





Our corporate governance documents describe how the Board should conduct its oversight responsibilities in protecting and representing our Company’s stockholders. To assist the Board with its oversight responsibilities, our Board has established the Audit Committee.  Concurrent with the Merger, in August 2014, the Board determined that a separate Compensation Committee of the Board was no longer required for the Company’s corporate governance purposes, and the Compensation Committee of the Board was dissolved.  As our common stock is privately held by our Parent, the sole stockholder, we do not believe that a standing Nominating Committee is needed for corporate governance purposes.





Audit Committee





The members of our Audit Committee, as appointed by the sole stockholder of the Company, are Messrs. Ratner, Schwartz and Hughes, with Mr. Hughes serving as the Chairperson.  Messrs. Ratner, Schwartz and Hughes are Independent Directors. The Board has determined that Mr. Hughes meets the SEC criteria and definition of “audit committee financial expert.”








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The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to overseeing management’s maintenance of the reliability and integrity of our accounting policies and financial reporting and disclosure procedures; overseeing management’s establishment and maintenance of processes to assure that an adequate system of internal control is functioning; reviewing our annual and quarterly financial statements; appointing and evaluating the independent accountants and considering and approving any non-audit services proposed to be performed by the independent accountants; and discussing with management and our Board our policies with respect to risk assessment and risk management, as well as our significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures, if any.  Our Audit Committee has a charter, a copy of which is available at our website, http://www.americanmediainc.com , under "About Us," under "Board Committees."





The Audit Committee met four times during fiscal 2016 .





2010 Restructuring





In November 2010, the Company and certain subsidiaries filed a prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.   In December 2010, the Bankruptcy Court confirmed the plan and the Company emerged from bankruptcy and consummated a financial restructuring.





Communication with the Board





Stockholders and other interested parties may communicate with our Board and other non-management directors by sending written communications to the directors c/o our Corporate Secretary, American Media, Inc., 4 New York Plaza, 2nd Floor, New York, New York 10004.








Item 11. Executive Compensation.





Compensation Discussion and Analysis





Our Compensation Discussion and Analysis provides detailed information about compensation programs for our named executive officers (the "Named Executive Officers"). Our Named Executive Officers for fiscal 2016 were David J. Pecker, Chairman, Chief Executive Officer and President; Christopher V. Polimeni, Executive Vice President, Chief Financial Officer and Treasurer; Brian Kroski, Senior Vice President and Chief Digital Officer; Kevin Hyson, Executive Vice President and Chief Marketing Officer and David Bonnett, Executive Vice President and Chief Information Officer.





Prior to its dissolution, in August 2014, the Compensation Committee was responsible for, among other things, reviewing management and employee compensation policies, plans and programs (including, assessing the impact thereof on any risk-taking behavior they may have on the Company's management); monitoring performance and compensation of our executive officers and other key employees; preparing recommendations and periodic reports to our Board concerning these matters; and administering our former equity incentive plans.  Since August 2014, the Board has performed the responsibilities previously carried out by the Compensation Committee.





Executive Summary





We have designed our executive compensation programs to support our overall performance goals. Our compensation programs are based on the principle of "pay for performance," which means the level of compensation received by executives should be closely tied to our corporate financial performance.





The Board reviews our executive compensation programs on a regular basis and has structured the programs to consist of two principal components: base salary and annual cash bonus opportunities. We refer to these two components as "total direct compensation." We also provide to our officers, as part of a competitive compensation package, limited post-employment benefits and perquisites.





We have designed our compensation programs to attract, motivate, focus and retain employees with the skills required to achieve our performance goals, which are critical to our future success. Our program is designed to reflect each individual’s contribution to our corporate performance while striking an appropriate balance between short-term and longer-term corporate performance.








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We consider the following principles and objectives when designing compensation programs for our executive officers and other employees:





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|• | Our programs are designed to provide a competitive compensation "opportunity" for our executives. We believe that our executives should be compensated well when our company performs well and that their total direct compensation should vary in relation to our corporate performance.




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|- | ------------------------------------------------------------------------------------------------------------------------------------------
|• | The more senior a person's position, the more his or her compensation should be "at risk," meaning dependent on our corporate performance.




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|• | Our compensation programs should support retention of our experienced executives and achievement of our leadership succession plans.




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|- | ------------------------------------------------------------------------------------------------------
|• | Our assessment of the competitive marketplace and the relative performance of other similar companies.




Overview of How our Executive Compensation is Determined





Our Board regularly reviews the components of our executive compensation program and may make changes, from time to time, as deemed appropriate. These reviews may include general comparisons against general market survey data of other similar and comparable companies, including but not limited to:





|  |                                               
|- | ----------------------------------------------
|• | Executive compensation policies and practices,




|  |                            
|- | ---------------------------
|• | Competitive pay objectives,




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|- | --------------
|• | Base salaries,




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|- | ---------------------------------------------------------------------------
|• | Annual bonus plans, including performance measures and performance targets,




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|- | ---------------------------
|• | Executives perquisites, and




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|- | ----------------------------------------------------------------------------------------------------------------------------------------------
|• | Executive benefits and protection policies, including severance practices for officers and change in control compensation protection programs.




The Board has the flexibility to establish annual performance measures and goals that are deemed appropriate to help achieve our business strategy, corporate performance and objectives. Individual performance, retention and internal pay equity have been the primary factors considered in any decision to adjust compensation materially. We do not apportion any particular percentage of an executive’s total compensation to base salary, annual bonus opportunities or long-term incentive compensation.  Except for base salaries, all other components of the executives’ compensation are at risk. In allocating the various components of compensation, we refer to the terms of executives’ employment agreements, the Company’s compensation budget, the likelihood that annual bonus opportunity targets will be met, and the individuals’ equity holdings in the Company. Although we do not formally benchmark the compensation practices of other companies, we believe, based on generalized market survey data of other similar and comparable companies, that we provide competitive pay, taking into account total compensation, including salaries, annual bonus opportunities and long-term incentives. We do not use compensation consultants in setting compensation for our Named Executive Officers.





Determination of Our Chief Executive Officer’s Compensation





The Board formally reviews our Chief Executive Officer's performance annually. This review is based on our Chief Executive Officer's performance against specific objectives, which include the progress made by our Company in implementing its business strategy and achieving its business objectives, both short-term and long-term. This review considers both quantitative and qualitative performance matters and is a key factor used in setting our Chief Executive Officer's compensation and respective components for the coming year. Specific business objectives and goals that were part of our Chief Executive Officer's performance review for 2016 included the financial performance of our company, progress towards achieving our company's long-term strategic objectives and the development of key leadership talent.








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The Board meets in executive session to determine the compensation of our Chief Executive Officer.  Members of management, including our Chief Executive Officer, do not make any recommendations regarding the compensation of our Chief Executive Officer.  Although the Chief Executive Officer is a member of our Board, he does not attend the executive session when his compensation is discussed and determined.





Role of Our Officers in Settings Compensation for Others





Members of our senior management, including our Named Executive Officers, recommend compensation actions to our Chief Executive Officer for officers in the areas for which they are responsible, but not with respect to their own compensation. Taking these recommendations into consideration, our Chief Executive Officer then makes recommendations to our Board regarding each officer. Our senior management and our Chief Executive Officer base these recommendations on assessments of individual performance and potential to assume greater responsibility. Our Chief Executive Officer discusses the recommendations and the performance of the officers with the Board. The Board reviews our Chief Executive Officer's recommendations, may make modifications based on a discussion of individual and corporate performance, and then makes the final decisions regarding each officer's targeted total compensation, and respective components, for the upcoming year. Our officer compensation review occurs annually at the first meeting of the Board after our prior year end and provides the earliest opportunity to review and assess individual and corporate performance for the previous year.





Compensation Program Components





Our executive compensation program consists of two principal components: base salary and annual cash bonus opportunities.  In total, these components are designed to link our pay for performance philosophy and provide competitive compensation programs.





We believe that this combination of compensation components provides an appropriate mix of fixed and variable compensation, balances short-term operational performance with long-term value and encourages recruitment and retention of highly qualified executives. All officers participate in each component of the executive compensation program but at different levels or percentages.





The Board has not adopted specific allocations between short-term and long-term compensation. The Board believes that executive compensation should include compensation “at risk” of fluctuation and subject to attaining performance objectives and determines the amount to be “at risk” upon its periodic review of total direct compensation. Variable compensation or compensation “at risk,” such as our annual bonus opportunities, makes up a significant portion of executives’ total compensation.





Base Salary





Base salary is provided to compensate executives for services performed during the fiscal year and is fixed by the terms of the executive’s employment agreement or other employment arrangements. The Board reviews base salary at the end of the term of each executive’s employment agreement in connection with the extension of an executive’s employment agreement.  There were no increases in base salary for the Named Executive Officers during fiscal 2016.  In accordance with his employment agreement, Mr. Kroski's base salary increased to $375,000 effective April 1, 2016.





Annual Bonus





We design annual bonus opportunities for our executives to link executive pay to our annual financial performance and the individual executive’s job performance. Executives are eligible to receive an annual discretionary bonus or an annual cash incentive payment.





The performance targets are set by the Board at the beginning of the fiscal year. Performance targets are based on budgeted Adjusted EBITDA. We have selected Adjusted EBITDA as the primary performance measure under our annual bonus program because we believe it appropriately evaluates our operating performance compared to our operating plans. Adjusted EBITDA for compensation purposes is calculated using the definition in our revolving credit facility (the "Revolving Credit Facility").  The Board, in its discretion, may set alternative targets in any year for some of or all of the executives.





Annual Discretionary Bonus





The annual discretionary bonus gives the Company the flexibility to take into consideration the different quantitative and qualitative measures over the fiscal year in determining the eligible executive’s bonus. In determining discretionary bonus amounts, the Board may consider a combination of factors, including Adjusted EBITDA and individual performance. The annual discretionary bonus is payable at the sole discretion of the Chief Executive Officer and the Board.








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Annual Cash Incentive Payment





The annual cash incentive payment creates an incentive for the eligible executive to meet certain financial and operating goals of the Company. In determining the cash incentive payment amount, the Board may consider a combination of factors, including but not limited to Adjusted EBITDA, a business unit’s budgeted EBITDA, an implementation of a cost savings plans and other performance factors that may be deemed relevant.





Since the cash incentive payment is intended to reward an executive’s ability to meet or exceed performance goals, the attainment of the performance goals is uncertain at the time the goals are established. The Chief Executive Officer and the Board may elect to pay the cash incentive payment even if targets are not achieved.





The following table reflects the range of eligible annual discretionary bonus and annual cash incentive payments that could have been earned, for each Named Executive Officer, pursuant to the terms of each Named Executive Officers’ employment agreement or arrangement and the amount of annual discretionary bonus paid for fiscal 2016 as determined at the sole discretion of the Chief Executive Officer (except with respect to his discretionary bonus) and the Board:





Annual DiscretionaryAnnualAnnual Cash IncentiveAnnualBonus RangeDiscretionaryBonus RangeCashMinimumMaximumBonusMinimumTargetMaximumIncentiveDavid J. Pecker$—$875,000$1,312,500(1)$—$—$—$—Christopher V. Polimeni$—$175,000$262,500(1)$—$—$—$—Brian Kroski$—$—$—$—$150,000$150,000$150,000Kevin Hyson$—$175,000$150,000$—$—$—$—David Bonnett$65,000$—$100,000$—$—$—$—





(1) - The Board approved annual discretionary bonuses for Messrs. Pecker and Polimeni equal to 1.5 times the maximum annual amount, per their respective employment agreements, given that no discretionary bonuses were paid to Messrs. Pecker and Polimeni for fiscal 2015.





Long-term equity incentive compensation





In connection with the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  In connection with the Merger the Equity Incentive Plan was terminated.  As a result, there are no outstanding equity awards as of March 31, 2016 .





Benefits and Perquisites





Our officers, including our Named Executive Officers, participate in a full range of health, welfare and life insurance benefits and are covered by the same plans as other exempt employees.





We provide support to our Chief Executive Officer for personal financial management services.  Since this financial manager is familiar with our compensation program, our Chief Executive Officer’s financial management is enhanced, thereby providing a benefit to the Company and our Chief Executive Officer. The cost of this service for fiscal 2016 , 2015 and 2014 was $99,084 , $0 and $20,254 , respectively, including the gross-up in taxes to make the Chief Executive Officer whole to the extent that taxes were imposed on the Chief Executive Officer in respect of such financial management benefit.





We may, from time to time, provide a housing allowance for an executive officer in instances where we have asked an executive to relocate. Mr. Hyson received a housing allowance of $31,016 , $0 and $30,000 during fiscal 2016 , 2015 and 2014 , respectively.





Historically, we have not provided any other perquisites to our executives and we do not view perquisites or other personal benefits as a major component in our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive officers more efficient and effective or for recruitment, motivation and retention purposes. Future practices with respect to perquisites or other personal benefits for our executive officers will be approved and subject to periodic review by the Board. We do not expect these perquisites to be a material component of our compensation program.








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Post-Employment Compensation and Change in Control Provisions





We do not have separate severance agreements with any of our Named Executive Officers, but each Named Executive Officers’ employment agreement or other employment arrangements contain provisions for paying severance under certain circumstances if employment is terminated, and certain of our plans provide for other benefits upon certain change in control events and terminations of employment, each as described in detail under “Potential Payments Upon Termination or Change in Control” set forth below.  The Board believes the change in control and termination benefits that we provide our Named Executive Officers are consistent with the Board’s overall objectives and are similar to benefits offered to executives of comparable companies. The purpose of these benefits are to permit our key executive officers to concentrate on taking actions that are in the best interest of our stockholders without regard to whether such action may ultimately have an adverse impact on their job security and to enable them to provide objective advice on any potential change in control of our Company without undue concern regarding its potential impact on their personal financial security and future.





The Board selected the triggering events for change in control and termination benefits for our Chief Executive Officer based on its judgment that these events would likely result in the job security distractions and retention concerns described above. Our change in control compensation protection arrangements for our Chief Executive Officer require the occurrence of two events (a so-called “double trigger”) to trigger payments: (1) a “change in control,” and (2) termination “without cause” by the Company or termination by the officer with “good reason” within one year of the change in control.





Upon the occurrence of both triggering events, certain benefits would be provided to the Chief Executive Officer. These benefits include a severance payment in the form of installment payments of base salary for a period of two years and continued benefits and outplacement services for a period of one year.





Due to the application of the “golden parachute” excise tax provision of Internal Revenue Code Section 4999, we have provided our Chief Executive Officer with a gross-up payment, if necessary, so that the executive will receive the same economic terms as if there were no excise tax. The effects of Section 4999 generally are unpredictable and can have different impacts, depending on the executive’s compensation history. As a result, the Board has determined it is appropriate and consistent with competitive pay packages to pay the cost of the excise tax plus an amount needed to pay income taxes due on such additional payment up to $4.8 million for the Chief Executive Officer.





Messrs. Polimeni, Kroski, Hyson and Bonnett also have “double trigger” severance arrangements which would require a termination “without cause” by the Company in connection with a “change in control” of the Company.  In the event of a “change in control” of the Company and a termination “without cause”, each of Messrs. Polimeni, Hyson and Bonnett would receive a severance payment in the form of installment payments of base salary for a period of one year and Mr. Kroski would receive a severance payment in the form of installment payments of base salary for a period of six months.





Deductibility of Executive Compensation/Internal Revenue Code Section 162(m)





Since we do not currently have a class of equity securities that is required to be registered under the Securities Exchange Act of 1934, as amended, we are not subject to Internal Revenue Code Section 162(m).





Compensation Committee Interlocks and Insider Participation





Our Board of Directors reviews management and employee compensation policies, plans and programs including monitoring the performance and compensation of our executive officers and other key employees.  The members of the Board are: Mr. Pecker, who serves as the Chairperson, and Messrs. Ratner, Schwartz and Hughes.  Messrs. Ratner, Schwartz and Hughes are Independent Directors.





Mr. Pecker serves as the Chairman of the Board, Chief Executive Officer and President of the Company and was not determined by the Board to be an Independent Director.








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Compensation Committee Report





The Board of Directors have reviewed and discussed the preceding Compensation Discussion and Analysis with management and, based on such review and discussion, the Board recommended that the Compensation Discussion and Analysis be included in this Amendment.





Respectfully submitted,





David J. Pecker, Chairperson


Evan Ratner


Barry Schwartz


David R. Hughes





The foregoing section is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filings of the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.





Company Risk Assessment





Based on our assessment, we believe that our compensation and benefit programs have been appropriately designed to attract and retain talent and properly incentivize employees. Although our programs are generally designed to pay for performance and to provide incentive based compensation, the programs contain various mitigating factors to ensure our employees, including our Named Executive Officers, are not encouraged to take unnecessary risks in managing our business. These factors include:





|  |                                                                                                     
|- | ----------------------------------------------------------------------------------------------------
|• | the multiple elements of our compensation packages, including base salary and annual bonus programs;




|  |                                                    
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|• | the structure of our annual cash bonus program; and




|  |                                    
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|• | oversight of programs by the Board.




We believe our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.





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Summary Compensation Table





The summary compensation table and supplemental tables on the following pages disclose compensation information for our Named Executive Officers during fiscal 2016 , 2015 and 2014 .


Name and Principal PositionYearSalary(1)Bonus(2)Stock Awards(3)Non-Equity Incentive Plan Compensation(4)All Other  CompensationTotalDavid J. Pecker, Chairman, Chief Executive Officer and President2016$1,750,000$1,312,500$—$—$124,792$3,187,2922015$1,750,000$—$548$—$2,648,954$4,399,5022014$1,750,000$875,000$—$—$31,616$2,656,616Christopher V. Polimeni, Executive Vice President, Chief Financial Officer and Treasurer2016$500,000$262,500$—$—$113,000$875,5002015$500,000$—$5,124$—$2,250,000$2,755,1242014$400,000$175,000$—$—$77,424$652,424Brian Kroski, Senior Vice President and Chief Digital Officer (5)2016$350,000$—$—$150,000$130,000$630,000Kevin Hyson, Executive Vice President and Chief Marketing Officer2016$325,000$150,000$—$—$31,016$506,0162015$325,000$150,000$—$—$97,462$572,4622014$325,000$150,000$—$—$30,000$505,000David Bonnett, Executive Vice President and Chief Information Officer2016$310,000$125,000$—$—$48,000$483,0002015$310,000$100,000$—$—$118,845$528,8452014$310,000$100,000$—$—$32,424$442,424





(1)Represents annual discretionary bonus as determined in the sole discretion of the Chief Executive Officer and the Board, except with respect to the Chief Executive Officer's bonus which was determined solely by the Board.(2)The stock awards column reports the aggregate grant date fair value of the restricted stock awards granted to Named Executive Officers. The aggregate grant date fair value is computed in accordance with Accounting Standards Codification Topic 718, disregarding estimates for forfeitures, and is based on the estimated fair value of American Media, Inc.'s common stock on the date of grant. See Note 14, “Capital Structure - Equity Incentive Plan” to our consolidated financial statements included in the Original Form 10-K.  In connection with the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  As a result, the stock awards granted during fiscal 2015 are no longer outstanding.(3)Represents annual cash incentive payments earned by participating individuals based on their position in the Company and the achievement of certain performance measures as discussed in the Compensation Discussion and Analysis section of this Item 11. Executive Compensation.(4)Amounts under the “All Other Compensation” column consist, as indicated in the following table, with respect to Messrs. Pecker, Polimeni, Kroski, Hyson and Bonnett, one-time incentive payments.  In addition, with respect to Mr. Pecker, payments of financial management and other services are included, with respect to Mr. Kroski, payments of commissions are included and with respect to Mr. Hyson payments for housing allowance are included.








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FinancialExecutive and Fiscal YearManagementHousingServicesAllowanceOtherDavid J. PeckerFiscal 2016$99,084(a)$—$25,708(b)Fiscal 2015$—(a)$—$2,648,954(b)Fiscal 2014$20,254(a)$—$11,362(b)Christopher V. PolimeniFiscal 2016$—$—$113,000(c)Fiscal 2015$—$—$2,250,000(c)Fiscal 2014$—$—$77,424(c)Brian KroskiFiscal 2016$—$—$130,000(c)Kevin HysonFiscal 2016$—$31,016$—Fiscal 2015$—$—$97,462(c)Fiscal 2014$—$30,000$—David BonnettFiscal 2016$—$—$48,000(c)Fiscal 2015—$—118,845(c)Fiscal 2014—$—32,424(c)


(a)Includes $39,084, $0 and $8,414 of gross-up in taxes to make the Chief Executive Officer whole to the extent that taxes were imposed on the Chief Executive Officer in respect of such financial management benefits for fiscal year 2016, 2015 and 2014, respectively.(b)Includes one-time incentive payments of $14,000 and $2,635,000 for fiscal 2016 and 2015, respectively for the achievement of specific, individual, short-term projects.  Also includes $11,708, $13,954 and $11,362 for the reimbursement of country club dues, including $4,950, $7,196 and $5,126 of gross-up taxes to make the Chief Executive Officer whole to the extent that taxes were imposed on the Chief Executive Officer in respect of such benefits for fiscal 2016, 2015 and 2014, respectively.(c)Represents one-time incentive payments for the achievement of specific, individual, short-term projects during fiscal 2016, 2015 and 2014.  Also includes, for Mr. Kroski, $115,000 of commission earned on net collected revenue from the digital properties above certain pre-defined thresholds as set forth in Mr. Kroski's employment agreement.


(5)Mr. Kroski was not a Named Executive Officer in fiscal 2015 or 2014. As a result, compensation information for such fiscal years is not required to be provided in this Summary Compensation Table.





Grant of Plan Based Awards Table





The following table supplements the disclosures set forth in the column titled Non-Equity Incentive Plan Compensation of the Summary Compensation Table.


2016 Grants of Plan-Based AwardsEstimated future payouts under non-equity incentive plan awards (1)NameThreshold($)Target($)Maximum($)David J. Pecker$—$—$—Christopher V. Polimeni$—$—$—Brian Kroski$—$150,000$150,000Kevin Hyson$—$—$—David Bonnett$—$—$—





(1) Payments are made pursuant to the terms set forth in the Named Executive Officer's employment agreement or other employment arrangements.  Targets, where applicable, are set by the Company at the beginning of the fiscal year.








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Each Named Executive Officer was paid his base salary pursuant to his employment agreement or other employment arrangements.  The employment agreements and arrangements for the Named Executive Officers also provide for discretionary bonuses, if any, to be paid at the discretion of the Chief Executive Officer and the Board. In fiscal 2016, 2015 and 2014, the Board and the Compensation Committee, as applicable, exercised its discretion and paid bonuses to the Named Executive Officers.





In connection with the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  Except for the restricted shares awarded under the Equity Incentive Plan, no other type of equity awards have been granted to the Named Executive Officers.  In connection with the Merger the Equity Incentive Plan was terminated.  As a result, there are no outstanding equity awards as of March 31, 2016 .





Pursuant to his employment agreement with the Company, during fiscal 2016 , 2015 and 2014 , the Company paid for certain financial management services to be provided to Mr. Pecker, together with a supplemental gross-up payment to cover Mr. Pecker’s income tax owed for such financial management services fees. During fiscal 2016 , Messrs. Pecker, Polimeni, Kroski, Hyson and Bonnett received one-time incentive payments for the achievement of specific, individual, short-term projects.  In addition, during fiscal 2016 and 2014 , Mr. Hyson received a monthly housing allowance from the Company to subsidize a residence near the New York office.





Outstanding Equity Awards at 2016 Fiscal Year End and Stock Vested





In connection with the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  In connection with the Merger the Equity Incentive Plan was terminated.  As a result, there are no outstanding equity awards as of March 31, 2016 .





Potential Payments upon Termination or Change in Control





Our Named Executive Officers are entitled to certain payments and benefits under their employment agreements or arrangements upon certain qualifying terminations of employment and a change in control, as described below. As discussed above under “Compensation Discussion and Analysis,” we believe that severance and change in control provisions are important components of our Named Executive Officers’ compensation packages because these provisions allow our key executive officers to concentrate on taking actions that are in the best interests of our stockholders without regard to whether such action may ultimately have an adverse impact on their job security and to enable them to provide objective advice on any potential change in control of our Company without undue concern regarding its potential impact on their personal financial security and future. Our Named Executive Officers’ right to receive the severance payments described below is subject to their execution and delivery of an effective general release of claims in favor of the Company.  In addition, payment of severance benefits to our Named Executive Officers is conditioned on their compliance with any applicable non-compete, non-solicitation and/or confidentiality agreements included in their employment agreement or employment arrangement.





Under our current arrangements, there are no severance payments and/or benefit payments that would be provided in the event of resignation without good reason, termination for cause, retirement, death or disability.   In connection with the Merger, the Company experienced a Liquidity Event and each Named Executive Officer was entitled to accelerated vesting of all outstanding shares of restricted stock held by the Named Executive Officer on such date, without requiring termination of employment.





David Pecker





Termination, No Change in Control . If Mr. Pecker’s employment is terminated by the Company “without cause” or by the executive for “good reason,” in any case, outside the context of a change in control (as defined in Mr. Pecker's employment agreement), then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





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|• | installment payments of executive's annual base salary then in effect over the later of the twelve month period following the termination of employment or the scheduled expiration of the executive’s employment agreement;




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|• | continued health, life insurance and disability benefits over the later of the twelve month period following the termination of employment or the scheduled expiration of the executive’s employment agreement; and




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|• | outplacement services for a period of twelve months.







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Change in Control and Qualifying Termination .  If Mr. Pecker’s employment is terminated by the Company “without cause” or by the executive for “good reason,” in any case, within one year following a change in control (as defined in Mr. Pecker’s employment agreement) of the Company, then in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination (and in lieu of the severance described above), the executive will be entitled to receive the following:





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|• | installment payments of executive's annual base salary then in effect for a period of two years;




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|• | continued health, life insurance and disability benefits for a period of one year;




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|• | outplacement services for a period of twelve months;  and




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|• | a lump sum gross-up payment to reimburse the executive for any excise tax imposed as a result of any payments made in connection with such change in control, up to$4.8 million.




Christopher Polimeni





If Mr. Polimeni’s employment is terminated by the Company “without cause,” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





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|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to twelve months of the executive’s annual base salary then in effect payable in installments over a period of twelve months following his termination of employment.




Brian Kroski





If Mr. Kroski’s employment is terminated by the Company “without cause,” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to six months of the executive’s annual base salary then in effect payable in installments over a period of six months following his termination of employment.




Kevin Hyson





If Mr. Hyson’s employment is terminated by the Company “without cause” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to twelve months of the executive’s annual base salary then in effect payable in installments over a period of twelve months following his termination of employment.




David Bonnett





If Mr. Bonnett’s employment is terminated by the Company “without cause” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to twelve months of the executive’s annual base salary then in effect payable in installments over a period of twelve months following his termination of employment.







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Summary of Potential Payments





The following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of certain qualifying terminations of employment, including in connection with a change in control, assuming that each Named Executive Officer’s termination of employment with the Company occurred on March 31, 2016 and, where relevant, that a change in control of the Company occurred on March 31, 2016 .  Amounts shown in the table below do not include (i) accrued but unpaid salary through the date of termination and (ii) other benefits earned or accrued by the Named Executive Officer during his employment that are available to all salaried employees.





NameBenefitTermination By Company Without CauseTermination By Named Executive Officer With Good ReasonQualifying Termination upon Change in ControlDavid J. PeckerSeverance(1)$1,750,000$1,750,000$3,500,000Benefit values(2)$16,478$16,478$16,478Outplacement services(3)$30,000$30,000$30,000Excise gross up(4)$—$—$166,717Total$1,796,478$1,796,478$3,713,195Christopher V. PolimeniSeverance(1)$500,000$—$500,000Total$500,000$—$500,000Brian KroskiSeverance(1)$175,000$—$175,000Total$175,000$—$175,000Kevin HysonSeverance(1)$325,000$—$325,000Total$325,000$—$325,000David BonnettSeverance(1)$310,000$—$310,000Total$310,000$—$310,000





(1)Represents continuation of salary payments for the payout period provided under each Named Executive Officer's employment agreement or arrangement.(2)Represents the estimated value associated with the continuation of health, life insurance and disability benefits for the payout period provided under the applicable Named Executive Officers' employment agreement or arrangement, based on the cost to provide such coverage as of March 31, 2016.(3)Represents the estimated value associated with providing outplacement services for the payout period provided under Mr. Pecker’s employment agreement based on our estimate of the costs as of March 31, 2016 to provide such benefit.(4)Represents the additional tax-gross up payments to compensate for excise taxes imposed by Section 4999 of the Internal Revenue Code on the benefits provided. The assumptions used to calculate the excise tax gross-up include the following: an excise tax rate of 20%, a federal tax rate of 35%, New York state tax rate of 8.82% and a Medicare tax rate of 1.45%.





Employment Agreements or Arrangements





Certain terms used in the following paragraphs, such as termination without cause and change in control, are defined and discussed further in the section titled Potential Payments Upon Termination or Change in Control above. We have entered into employment agreements or arrangements with our Named Executive Officers.  Our Named Executive Officer’s employment agreements also contain certain confidentiality and non-compete and non-solicitation provisions as well as other provisions that are customary for an executive employment agreement.








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Mr. Pecker





In March 2009, the Company entered into an employment agreement with Mr. Pecker, pursuant to which Mr. Pecker serves as its Chairman, Chief Executive Officer and President. The initial term of the agreement was for two years, with an annual base salary of $1,500,000. After the initial term, the agreement was amended to, among other things, extend the terms of Mr. Pecker’s employment through March 31, 2013 and increase the annual base salary to $1,750,000.  In November 2013, the employment agreement was amended, to among other things, extend the term of Mr. Pecker’s employment through March 31, 2015.  In September 2014, the employment agreement was amended, to among other things, extend the term of Mr. Pecker's employment through March 31, 2017.  Mr. Pecker’s agreement will automatically renew for an unlimited number of one year periods (the “Subsequent Term”), unless either party provides 60 days prior written notice before the beginning of the Subsequent Term.





Mr. Pecker may from time to time be eligible to earn an annual discretionary bonus up to 50% of his base salary at the discretion of the Board.





Mr. Pecker is entitled to participate in all employee benefits and incentive compensation plans offered by the Company. In addition, Mr. Pecker may receive reimbursement for certain expenses, including but not limited to travel and travel related expenses, financial management services, certain membership fees and a “tax gross-up” payment for such items, if necessary.





In the event Mr. Pecker is terminated by the Company without cause or Mr. Pecker resigns for good reason, and if Mr. Pecker executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary plus continued benefits for a period of one year. In addition, Mr. Pecker is entitled to receive outplacement services for a period of one year.





If within 12 months after a change in control event Mr. Pecker is terminated by the Company without cause or he resigns for good reason, and if Mr. Pecker executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of two years. In addition, Mr. Pecker is entitled to continued benefits and outplacement services for a period of one year. Lastly, Mr. Pecker may receive a gross-up payment from the Company under certain circumstances, up to a maximum of $4.8 million .





In the event Mr. Pecker’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.





Mr. Polimeni





In March 2010, the Company entered into an employment agreement with Mr. Polimeni, pursuant to which Mr. Polimeni serves as its Executive Vice President, Chief Financial Officer and Treasurer.  In March 2012, the employment agreement was amended, to among other things, extend the term of Mr. Polimeni’s employment through March 31, 2013 and increase the annual salary from $335,000 to $350,000, effective April 1, 2012.  As of January 2013, the employment agreement was amended to, among other things, extend the terms of Mr. Polimeni's employment through March 31, 2014 and increase the annual salary from $350,000 to $400,000, effective April 1, 2013.  In January 2014, the employment agreement was amended, to among other things, extend the term of Mr. Polimeni's employment through March 31, 2015.  In September 2014, the employment agreement was amended, to among other things, extend the term of Mr. Polimeni's employment through March 31, 2017 and increase the annual salary from $400,000 to $500,000, effective September 24, 2014.





Mr. Polimeni is eligible to earn an annual discretionary bonus up to $175,000 at the discretion of the Chief Executive Officer and the Board. In addition, Mr. Polimeni is entitled to participate in all employee benefits and incentive compensation plans offered by the Company.





In the event Mr. Polimeni is terminated by the Company without cause, and if Mr. Polimeni executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of one year.  In the event Mr. Polimeni’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.








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Mr. Kroski





In December 2014, the Company entered into an employment arrangement with Mr. Kroski, pursuant to which Mr. Kroski currently serves as its Senior Vice President and Chief Digital Officer.  Mr. Kroski's annual base salary is $350,000.  Mr. Kroski is eligible to earn an annual cash incentive payment of $150,000 based on the financial results of the digital properties as measured by net collected revenue, as approved by the Board.  Mr. Kroski earned $150,000 for fiscal 2016 .





In November 2015, the employment agreement was amended to extend the term of Mr. Kroski's employment through March 31, 2018 and provide for annual salary increases from $350,000 to $375,000, effective April 1, 2016 and from $375,000 to $400,000 effective April 1, 2017.  In addition, pursuant to the amended employment agreement, Mr. Kroski is eligible to earn an annual cash incentive payment of $175,000 during fiscal 2017 and $200,000 during fiscal 2018 based on the financial results of the digital properties as measured by net collected revenue.  Lastly, Mr. Kroski is eligible to receive a commission of 10% of net collected revenue of the digital properties above certain pre-defined thresholds.





In the event Mr. Kroski is terminated by the Company without cause, and if Mr. Kroski executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of six months.  In the event Mr. Kroski’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment arrangement.





Mr. Hyson





In November 2004, the Company entered into an employment agreement with Mr. Hyson, pursuant to which Mr. Hyson serves as its Executive Vice President and Chief Marketing Officer. Mr. Hyson’s annual base salary is $325,000. In January 2012, the employment agreement was amended to extend the term of Mr. Hyson’s employment through March 31, 2013. As of January 2013, the employment agreement was amended to, among other things, extend the terms of Mr. Hyson's employment through March 31, 2014.  In January 2014, the employment agreement was amended, to among other things, extend the term of Mr. Hyson's employment through March 31, 2015.


In December 2014, the employment agreement was amended, to among other things, extend the term of Mr. Hyson's employment through March 31, 2016.  In February 2016, the employment agreement was amended, to among other things, extend the term of Mr. Hyson's employment through March 31, 2017.  Mr. Hyson is eligible to earn an annual discretionary bonus of up to $175,000 at the discretion of the Chief Executive Officer and the Board. In addition, Mr. Hyson is entitled to participate in all employee benefits and incentive compensation plans offered by the Company.





In the event Mr. Hyson is terminated by the Company without cause, and if Mr. Hyson executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of one year.  In the event Mr. Hyson’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.





Mr. Bonnett





In April 2002, the Company entered into an employment agreement with Mr. Bonnett, pursuant to which Mr. Bonnett currently serves as its Executive Vice President and Chief Information Officer.  In January 2010, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett’s employment through March 31, 2012.  In November 2011, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett’s employment through March 31, 2014.  Mr. Bonnett's annual base salary is $310,000.  In January 2014, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett's employment through March 31, 2015.  In January 2015, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett's employment through March 31, 2017.





In the event Mr. Bonnett is terminated by the Company without cause, and if Mr. Bonnett executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of one year.  In the event Mr. Bonnett's employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.








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Fiscal Year 2016 Director Compensation





Each Independent Director is entitled to be paid $85,000, in cash, as the annual Board retainer fee and reimbursed for travel expenses to attend Board and Committee meetings. Directors who also serve as a Committee Chairperson are entitled to be paid, in cash, an annual committee service retainer of $10,000.  Upon certain terminations of the service of certain Independent Directors from the Board, such Directors shall be entitled to receive a lump-sum cash payment equal to $35,000 for each year or partial year such Director served on the Board.





In connection with the Merger, in August 2014, Parent, as the sole stockholder of the Company, elected Messrs. Ratner, Schwartz and Hughes to serve with Mr. Pecker as the Directors.  In addition, Parent appointed Messrs. Ratner, Schwartz and Hughes to the Audit Committee of the Board with Mr. Hughes serving as Chairman.  Mr. Hughes is the only Director who receives compensation for his services on the Board.





The following table sets forth information regarding compensation paid during fiscal 2016.





DIRECTOR COMPENSATION(1)Fees Earned or Paid in CashStock AwardsAll Other CompensationTotalName($)($)($)($)David J. Pecker$—$—$—$—Evan Ratner       (2)$—$—$—$—Barry Schwartz  (2)$—$—$—$—David Hughes    (3)$95,000$—$—$95,000





(1)Fees earned or paid in cash were as follows:





NameBoard RetainerCommittee ChairedCommittee Chair feesTotalDavid J. Pecker$——$—$—Evan Ratner$——$—$—Barry Schwartz$——$—$—David Hughes$85,000Audit$10,000$95,000





(2)Messrs. Ratner and Schwartz are affiliated with the Parent and do not receive compensation for their service on the Board.(3)During fiscal 2016, Mr. Hughes served on the Board and the Audit Committee and as the Chairperson of the Audit Committee.








Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





Securities authorized for issuance under equity compensation plans





In connection with the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  In connection with the Merger the Equity Incentive Plan was terminated.  As a result, there are no outstanding equity awards as of March 31, 2016 .








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Security Ownership of Certain Beneficial Owners





The table set forth below contains information as of June 30, 2016 , with respect to the beneficial ownership of our common stock held by: each current Director; each Named Executive Officer; all Directors and executive officers as a group; and any person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock.





As of June 30, 2016 , there were 100 shares of American Media, Inc.'s common stock issued and outstanding.  Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of the Company’s common stock that he, she or it beneficially owns. Except as otherwise noted below, the address of each person or entity named in the following table is c/o American Media, Inc., 1000 American Media Way, Boca Raton, Florida 33464.





NameAmount of Beneficial OwnershipPercent of ClassAMI Parent Holdings, LLC26 Main Street, Suite 204, Chatham, NJ 07928100100%Chatham Asset Management, LLC26 Main Street, Suite 204, Chatham, NJ 07928—(1)—%Leon Coopermanc/o Omega Advisors810 7th Avenue, 33rd Floor, New York, NY 10019—(2)—%David J. Pecker—(3)—%Evan Ratner——%Barry Schwartz——%David R. Hughes——%Christopher V. Polimeni—(4)—%Brian Kroski——%Kevin Hyson——%David Bonnett——%Directors and executive officers as a group (eleven persons)——%





(1)Chatham Asset Management, LLC (“Chatham”) is an investment advisor to Chatham Asset High Yield Offshore Fund, Ltd. (“Chatham High Yield Offshore”), Chatham Asset Partners High Yield Fund, LP (“Chatham High Yield”), Chatham Fund, LP (“Chatham Fund”) and Chatham Eureka Fund, L.P. (“Chatham Eureka”), all of which have membership interests in Parent.  Chatham Asset GP, LLC (“Chatham GP”) is the general partner of Chatham High Yield, Chatham Fund and Chatham Eureka.  Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka have 15.74%, 14.67%, 13.56% and 34.04%, respectively, beneficial ownership interest in Parent based on their voting rights as members of Parent.  As the Company is a wholly-owned subsidiary of Parent, Chatham, Chatham GP, Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka may be deemed to be beneficial owners of the Company to the extent of the percentage membership interests in Parent.  Each of Chatham, Chatham GP, Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka may be deemed to have voting and investment power over the shares and be beneficial owners of the Company’s shares. Chatham, Chatham GP, Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka disclaim any beneficial ownership of the Company’s shares.  The information set forth in this footnote is based on information provided to us by Chatham.(2)Leon Cooperman has a 9.00% beneficial ownership interest in Parent based on his voting rights as a member of Parent.  As the Company is a wholly-owned subsidiary of Parent, Mr. Cooperman may be deemed to be a 9.00% beneficial owner of the Company’s shares of common stock due to his indirect voting and investment power over the Company’s shares.  Mr. Cooperman disclaims any direct beneficial ownership of the Company’s shares. The information set forth in this footnote is based on information provided to us by Mr. Cooperman.(3)David J. Pecker has a 10.00% beneficial ownership interest in Parent based on his voting rights as a member of Parent.  As the Company is a wholly-owned subsidiary of Parent, Mr. Pecker may be deemed to be a 10.00% beneficial owner of the Company’s shares of common stock due to his indirect voting and investment power over the Company’s shares.  Mr. Pecker disclaims any direct beneficial ownership of the Company’s shares.(4)Christopher V. Polimeni has a 1.50% beneficial ownership interest in Parent based on his voting rights as a member of Parent.  As the Company is a wholly-owned subsidiary of Parent, Mr. Polimeni may be deemed to be a 1.50% beneficial owner of the Company’s shares of common stock due to his indirect voting and investment power over the Company’s shares.  Mr. Polimeni disclaims any direct beneficial ownership of the Company’s shares.








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Item 13. Certain Relationships and Related Transactions, and Director Independence.





Related Party Transactions in General





The Charter of the Audit Committee requires the Audit Committee to review and approve all proposed transactions or dealings with related persons and to discuss such transactions and their appropriate disclosure in our financial statements with management and the Company’s independent registered public accounting firm. The Charter of the Audit Committee defines a related person as any executive officer, director, nominee for director, or security holder who is the beneficial owner of more than five percent of any class of the Company’s voting securities or any of their immediate family members.





The Board recognizes that related party transactions present a heightened risk of conflicts of interest, improper valuation and/or the perception thereof. Therefore, in January 2013, the Board adopted a policy to be followed in connection with all related party transactions involving the Company. The Audit Committee will annually review and assess the adequacy of this policy and recommend any appropriate changes to the Board.  Our Related Party Transactions Policy is available on our website, http://www.americanmediainc.com, under “About Us.”





2016 Related Party Transactions





The Investors are a lending party to the revolving credit facility and during fiscal 2016 , the Company paid approximately $0.1 million in lender fees pursuant to the amendments to the revolving credit facility.





During fiscal 2016, the Company repurchased $2.0 million in aggregate principal amount of first lien notes, plus accrued and unpaid interest, in the open market, from the Investors.  Also, in March 2016 , the Company exchanged approximately $58.9 million in aggregate principal amount of first lien notes (the "First Lien Notes"), plus accrued and unpaid interest, held by the Investors for approximately $76.0 million in aggregate principal amount of new second lien notes, which bear interest at a rate of 7.0% per annum and mature in July 2020 (the "New Second Lien Notes").





In addition, in March 2016 , the Company issued approximately $76.2 million in aggregate principal amount of New Second Lien Notes in a distribution to certain holders of equity interests in the Parent, of which approximately $68.8 million was issued to certain Investors and approximately $7.4 million was issued to AMI's Chief Executive Officer and approximately $7.3 million aggregate principal amount of New Second Lien Notes were issued to an affiliate of the Investors in exchange for cash.





Lastly, in March 2016 , the Company received consents from the holders of the First Lien Notes and the New Second Lien Notes to amend the indentures governing the First Lien Notes and the New Second Lien Notes.  Holders of the First Lien Notes that delivered a consent were entitled to receive cash consideration equal to 1% of the principal amount of First Lien Notes for which consents were delivered (the "Consent Fee").  The Company paid approximately $2.5 million in Consent Fees to the Investors.  No consent fee was paid to holders of the New Second Lien Notes.





For further information regarding our revolving credit facility, First Lien Notes and New Second Lien Notes, see Note 4, "Revolving Credit Facility" and Note 5, "Senior Secured Notes" to our consolidated financial statements included in the Original Form 10-K.





Director Independence





See Item 10, "Directors, Executive Officers and Corporate Governance - Board Independence" for further information regarding our Independent Directors and the determination thereof.








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Item 14. Principal Accounting Fees and Services.





The following table sets forth fees for professional services provided by Deloitte & Touche LLP, the Company's independent registered public accounting firm, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively, “Deloitte”) for the audit of the Company’s financial statements for fiscal 2016 and 2015 and fees billed for audit related services, tax services and all other services rendered by Deloitte during fiscal 2016 and 2015 :





20162015Audit Fees (1)$1,034,047$1,252,106Audit Related Fees (2)$40,000$—Tax Fees (3)$41,499$47,693All Other Fees$2,383$2,000Total Fees$1,117,929$1,301,799





(1)Represents aggregate fees for professional services provided in connection with the audit of our annual financial statements, reviews of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.(2)Represents aggregate fees for professional services provided in connection with certain transactions related to debt offering and refinancing.(3)Represents aggregate fees for professional services provided in connection with tax compliance, tax return review and tax advice related to an Internal Revenue Service examination and a voluntary disclosure extension.





All audit-related services, tax services and other services were pre-approved by our Audit Committee, which concluded that the provision of such services by Deloitte was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s pre-approval policy is to review Deloitte's audit-related, tax and other services and pre-approve such services specifically described to the Audit Committee. The policy authorizes the Audit Committee to delegate to one or more designated members of the Audit Committee pre-approval authority with respect to any such pre-approval reported to the Audit Committee at its next regularly scheduled meeting. The Audit Committee did not approve any services pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.








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PART IV








Item 15. Exhibits and Financial Statement Schedules.








(a) The following Consolidated Financial Statements filed as part of this report can be found in Item 8 “Financial Statements and Supplementary Data” of the Original 10-K:


•Report of Independent Registered Public Accounting Firm•ConsolidatedBalance Sheetsas of March 31, 2016 and 2015•ConsolidatedStatements of Income (Loss) and Comprehensive Income (Loss) for the fiscal years ended March 31, 2016, 2015 and 2014•ConsolidatedStatements of Stockholders' Deficitfor the fiscal years ended March 31, 2016, 2015 and 2014•ConsolidatedStatements of Cash Flowsfor the fiscal years ended March 31, 2016, 2015 and 2014•Notesto Consolidated Financial Statements•Schedule II- Valuation and Qualifying Accounts for the fiscal years ended March 31, 2016, 2015 and 2014








(b) Exhibits


Exhibit NumberDescription2.1Agreement and Plan of Merger, dated as of August 15, 2014, among AMI Parent Holdings LLC, AMI Merger Corporation and American Media, Inc. (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 15, 2014).2.2Asset Purchase Agreement, dated as of January 26, 2015, among American Media, Inc. and its wholly-owned subsidiary Weider Publications, LLC and Meredith Corporation (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the SEC on January 30, 2015).3.1Amended and Restated Certificate of Incorporation of American Media, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on February 23, 2015).3.2Second Amended and Restated By-Laws of American Media, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.1Indenture, dated as of December 1, 2010, between AMO Escrow Corporation (predecessor-in-interest to American Media, Inc.) and Wilmington Trust FSB, as trustee and collateral agent, related to AMO Escrow Corporation's 11.5% First Lien Senior Secured Notes due 2017 (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.2Form of 11.5% First Lien Senior Secured Notes due 2017 (incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.3First Supplemental Indenture, dated December 22, 2010, among American Media, Inc., the guarantors listed on the signature pages thereto and Wilmington Trust FSB, as trustee and collateral agent, related to American Media, Inc.'s 11.5% First Lien Senior Secured Notes due 2017 (incorporated herein by reference to Exhibit 4.4 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.4Second Supplemental Indenture, dated May 13, 2011, among American Media, Inc., AMI Digital, Inc. and Wilmington Trust FSB, as trustee and collateral agent, related to American Media, Inc.'s 11.5% First Lien Senior Secured Notes due 2017 (incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.5Third Supplemental Indenture, dated April 25, 2012, among American Media, Inc., Odyssey Magazine Publishing Group LLC (predecessor-in-interest to Odyssey Magazine Publishing Group, Inc.) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee and collateral agent, related to American Media, Inc.'s 11.5% First Lien Senior Secured Notes due 2017 (incorporated herein by reference to Exhibit 4.6 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.6Fourth Supplemental Indenture, dated as of August 15, 2014, between American Media, Inc. and Wilmington Trust, National Association, as Trustee and Collateral Agent, to the Indenture, dated as of December 1, 2010, among American Media, Inc. (as successor by merger to AMO Escrow Corporation), the guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee and Collateral Agent, relating to the 111⁄2% First Lien Senior Secured Notes due 2017 (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 15, 2014).





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4.7*Fifth Supplemental Indenture, dated as of March 18, 2016, between American Media, Inc. and Wilmington Trust, National Association, as Trustee and Collateral Agent, to the Indenture, dated as of December 1, 2010, among American Media, Inc. (as successor by merger to AMO Escrow Corporation), the guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee and Collateral Agent, relating to the 111⁄2% First Lien Senior Secured Notes due 2017.4.8Indenture dated as of December 22, 2010, among American Media, Inc., the guarantors listed on the signature pages thereto and Wilmington Trust FSB, as trustee and collateral agent, relating to American Media, Inc.'s 13.5% Second Lien Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.7 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.9Form of 13.5% Second Lien Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.8 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.10First Supplemental Indenture, dated as of May 13, 2011, among American Media, Inc., AMI Digital, Inc. and Wilmington Trust FSB, as trustee and collateral agent, related to American Media, Inc.'s 13.5% Second Lien Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.9 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.11Second Supplemental Indenture, dated as of April 25, 2012, among American Media, Inc., Odyssey Magazine Publishing Group LLC (predecessor-in-interest to Odyssey Magazine Publishing Group, Inc.) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee and collateral agent, related to American Media Inc.'s 13.5% Second Lien Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.10 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).4.12Third Supplemental Indenture, dated as of August 15, 2014, between American Media, Inc. and Wilmington Trust, National Association, as Trustee and Collateral Agent, to the Indenture, dated as of December 22, 2010, among American Media, Inc., the guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee and Collateral Agent, relating to the 131⁄2% Second Lien Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on August 15, 2014).4.13Fourth Supplemental Indenture, dated as of January 20, 2015, by and between American Media, Inc. and Wilmington Trust, National Association (as successor by merger to Wilmington Trust, FSB), as trustee and collateral agent, related to American Media, Inc.'s 131⁄2% Second Lien Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2015).4.14Indenture, dated as of October 2, 2013, by and among American Media, Inc., the Guarantors named therein, and Wilmington Trust, National Association, as Trustee, relating to American Media Inc.'s 10% Second Lien Senior Secured PIK Notes due 2018 (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 2, 2013).4.15Form of 10% Second Lien Senior Secured PIK Notes due 2018 (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on October 2, 2013).4.16First Supplemental Indenture, dated as of August 15, 2014, between American Media, Inc. and Wilmington Trust, National Association, as Trustee and Collateral Agent, to the Indenture, dated as of October 2, 2013, among American Media, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee and Collateral Agent, relating to the 10% Second Lien Senior Secured PIK Notes due 2018 (incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the SEC on August 15, 2014).4.17Indenture, dated as of January 20, 2015, by and among American Media, Inc., the guarantors listed on the signatory pages thereto and Wilmington Trust, National Association, as trustee and collateral agent, related to American Media, Inc.'s 7.000% Second Lien Senior Secured Notes due 2020 (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2015).4.18*First Supplemental Indenture, dated as of March 18, 2016, by and among American Media, Inc., the guarantors listed on the signatory pages thereto and Wilmington Trust, National Association, as trustee and collateral agent, related to American Media, Inc.'s 7.000% Second Lien Senior Secured Notes due 2020.10.1Revolving Credit Agreement, dated as of December 22, 2010, among American Media, Inc., as borrower, the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, Deutsche Bank Securities, Inc., as syndication agent, J.P. Morgan Securities, LLC, as co-lead arranger and sole bookrunner, Deutsche Bank Securities, Inc. and Credit Suisse Securities (USA) LLC, as co-lead arrangers, and Credit Suisse Securities (USA) LLC, as documentation agent (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-4/A filed with the SEC on September 28, 2012).10.2Waiver, dated July 3, 2014, to the Revolving Credit Agreement, dated December 22, 2010 (as amended, restated, modified or supplemented from time to time), among American Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.45 to the Registrants Annual Report on Form 10-K filed with the SEC on August 15, 2014).





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10.3Amendment No. 2, dated July 15, 2014, to the Revolving Credit Agreement, dated December 22, 2010 (as amended, restated, modified or supplemented from time to time), among American Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.46 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.4Amendment No. 3, dated August 8, 2014, to the Revolving Credit Agreement, dated December 22, 2010 (as amended, restated, modified or supplemented from time to time), among American Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 14, 2014).10.5Waiver to Revolving Credit Agreement, dated August 15, 2014, among American Media, Inc., as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 20, 2014).10.6Amendment No. 4, dated as of January 20, 2015, to the Revolving Credit Agreement, dated December 22, 2010 (as amended, restated, modified or supplemented from time to time), by and among American Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2015).10.7Amendment No. 5, dated as of January 27, 2015, to the Revolving Credit Agreement, dated December 22, 2010 (as amended, restated, modified or supplemented from time to time), by and among American Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on January 30, 2015).10.8Waiver to Revolving Credit Agreement, dated February 17, 2015, among American Media, Inc., as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K filed with the SEC on June 30, 2015).10.9Amendment and Restatement Agreement, dated as of February 20, 2015, to the Revolving Credit Agreement, dated December 22, 2010 (as amended, restated, modified or supplemented from time to time), among American Media, Inc., as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K filed with the SEC on June 30, 2015).10.10Amendment No. 1, dated as of February 12, 2016, to the Amended and Restated Revolving Credit Agreement, dated February 20, 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among American Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on February 16, 2016.10.11*Amendment No. 2, dated as of March 18, 2016, to the Amended and Restated Revolving Credit Agreement, dated February 20, 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among American Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto.10.12Guarantee and Collateral Agreement, dated as of December 22, 2010, among American Media, Inc., the subsidiaries of American Media, Inc. identified therein, and JP Morgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-4/A filed with the SEC on September 28, 2012).10.13Collateral Agreement, dated as of December 22, 2010, among American Media, Inc., the subsidiaries of American Media, Inc. identified therein, and Wilmington Trust FSB, as collateral agent, relating to American Media, Inc.'s 11.5% First Lien Senior Secured Notes due 2017 (incorporated herein by reference to Exhibit 10.3 to the Registration Statement on Form S-4/A filed with the SEC on September 28, 2012).10.14Collateral Agreement, dated as of December 22, 2010, among American Media, Inc., the subsidiaries of American Media, Inc. identified therein, and Wilmington Trust FSB, as collateral agent, relating to American Media, Inc.'s 13.5% Second Lien Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-4/A filed with the SEC on September 28, 2012).10.15Second Lien PIK Collateral Agreement, dated as of October 2, 2013, by and among American Media, Inc., the guarantors named therein and Wilmington Trust, National Association, as collateral agent (incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on October 2, 2013).10.16Collateral Agreement, dated as of January 20, 2015, by and among American Media, Inc., the subsidiaries of American Media, Inc. listed on the signature pages thereto, and Wilmington Trust, National Association, as collateral agent, relating to American Media, Inc.'s 7.0% Senior Secured Notes due 2020 (incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2015).





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10.17First Lien Intercreditor Agreement, dated as of December 22, 2010, among American Media, Inc., the subsidiaries of American Media, Inc. listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as Agent and Credit Agreement Collateral Agent, and Wilmington Trust FSB, as Senior Secured Notes Trustee and Senior Secured Notes Collateral Agent (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.18Junior Lien Intercreditor Agreement, dated as of December 22, 2010, among American Media, Inc., the subsidiaries of American Media, Inc. listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as Agent and Revolving Credit Collateral Agent, and Wilmington Trust FSB, as First Lien Trustee, First Lien Collateral Agent, Second Lien Trustee and Second Lien Collateral Agent (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.19Joinder, dated October 2, 2013, to the existing Junior Lien Intercreditor Agreement, dated December 22, 2010, by and among American Media, Inc., the guarantors named therein, the Credit Agreement Agent (as defined therein), Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), in its capacity as First Lien Trustee (as defined therein) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), in its capacity as Second Lien Trustee (incorporated herein by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on October 2, 2013).10.20Collateral Agent Joinder Agreement No. 2, dated as of January 20, 2015, to the Junior Lien Intercreditor Agreement dated December 22, 2010, by and among American Media, Inc., the subsidiaries of American Media, Inc. listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as agent and revolving credit collateral agent, Wilmington Trust, National Association (as successor by merger to Wilmington Trust, FSB), as first lien trustee, first lien collateral agent, second lien trustee and second lien collateral agent, and Wilmington Trust, National Association, as additional collateral agent for the additional second priority secured parties (incorporated herein by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2015).10.21Pari Second Lien Intercreditor Agreement, dated January 20, 2015, by and between Wilmington Trust, National Association (as successor by merger to Wilmington Trust, FSB), as second lien trustee and second lien collateral agent, and Wilmington Trust, National Association, as the trustee and collateral agent for the 7% Second Lien Senior Secured Notes due 2020 (incorporated herein by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2015).10.22Note Purchase Agreement, dated as of August 15, 2014, among American Media, Inc., the subsidiary guarantors party thereto, certain funds and accounts managed by Chatham Asset Management, LLC and Omega Charitable Partnership, L.P. (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 15, 2014).10.23Exchange Agreement, dated as of September 8, 2014, among American Media, Inc., AMI Parent Holdings LLC, Chatham Asset Management, LLC and Omega Charitable Partnership, L.P. (incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2014).10.24Exchange Agreement, dated as of January 5, 2015, among American Media, Inc., Chatham Asset Management, LLC, Chatham Asset High Yield Master Fund, Ltd., Chatham Eureka Fund, L.P, and Chatham Fund, LP (incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on February 23, 2015).10.25*Exchange Agreement, dated as of March 18, 2016, among American Media, Inc., certain funds and accounts managed by Chatham Asset Management, LLC and Omega Charitable  Partnership, L.P.10.26*Note Purchase Agreement, dated as of March 21, 2016, among American Media, Inc., the subsidiary guarantors party thereto and Blackstone Alternative Multi-Strategy Sub Fund III, LLC.10.27*Note Purchase Agreement, dated as of March 21, 2016, among American Media, Inc., the subsidiary guarantors party thereto, Leon Cooperman, David Pecker and certain funds and accounts managed by Chatham Asset Management.10.28Form of Indemnification Agreement by and among American Media, Inc. and the Indemnitee (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on February 14, 2014).10.29Employment Agreement of David J. Pecker dated March 2, 2009 (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form S-4/A filed with the SEC on September 28, 2012).10.30Amendment No.1 to Employment Agreement of David J. Pecker dated July 9, 2010 (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.31Amendment No. 2 to Employment Agreement of David J. Pecker dated November 14, 2013 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013).10.32Amendment No. 3 to Employment Agreement of David J. Pecker dated September 22, 2014 (incorporated herein by reference to Exhibit 10.4 to the Registrant's Amended Annual Report on Form 10-K/A filed with the SEC on July 29, 2015).





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10.33Employment Agreement of Christopher Polimeni dated March 8, 2010 (incorporated herein by reference to Exhibit 10.11 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.34Amendment No. 1 to Employment Agreement of Christopher Polimeni dated January 17, 2011 (incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.35Amendment No. 2 to Employment Agreement of Christopher Polimeni dated March 13, 2012 (incorporated herein by reference to Exhibit 10.13 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.36Amendment No. 3 to Employment Agreement of Christopher Polimeni dated January 20, 2013 (incorporated herein by reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K filed with the SEC on June 24, 2013).10.37Amendment No. 4 to Employment Agreement of Christopher Polimeni dated January 2, 2014 (incorporated herein by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.38Amendment No. 5 to Employment Agreement of Christopher Polimeni dated September 24, 2014 (incorporated herein by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on February 23, 2015).10.39**Employment Agreement of Brian Kroski dated December 2, 2014.10.40**Amendment No. 1 to Employment Agreement of Brian Kroski dated November 1, 2015.10.41Employment Agreement of Kevin Hyson dated November 1, 2004 (incorporated herein by reference to Exhibit 10.24 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.42Amendment No. 1 to Employment Agreement of Kevin Hyson dated September 12, 2006 (incorporated herein by reference to Exhibit 10.25 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.43Amendment No. 2 to Employment Agreement of Kevin Hyson dated December 15, 2007 (incorporated herein by reference to Exhibit 10.26 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.44Amendment No. 3 to Employment Agreement of Kevin Hyson dated September 20, 2008 (incorporated herein by reference to Exhibit 10.27 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.45Amendment No. 4 to Employment Agreement of Kevin Hyson dated March 19, 2009 (incorporated herein by reference to Exhibit 10.28 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.46Amendment No. 5 to Employment Agreement of Kevin Hyson dated October 18, 2009 (incorporated herein by reference to Exhibit 10.29 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.47Amendment No. 6 to Employment Agreement of Kevin Hyson dated January 17, 2011 (incorporated herein by reference to Exhibit 10.30 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.48Amendment No. 7 to Employment Agreement of Kevin Hyson dated January 2, 2012 (incorporated herein by reference to Exhibit 10.31 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.49Amendment No. 8 to Employment Agreement of Kevin Hyson dated as of January 20, 2013 (incorporated by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K, filed with the SEC on June 24, 2013).10.50Amendment No. 9 to Employment Agreement of Kevin Hyson dated as of January 2, 2014 (incorporated herein by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.51Amendment No. 10 to Employment Agreement of Kevin Hyson dated as of December 8, 2014 (incorporated herein by reference to Exhibit 10.22 to the Registrant's Amended Annual Report on Form 10-K/A filed with the SEC on July 29, 2015).10.52**Amendment No. 11 to Employment Agreement of Kevin Hyson dated as of February 1, 2016.10.53Employment Agreement of David Bonnett dated April 1, 2002 (incorporated herein by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.54Amendment No. 1 to Employment Agreement of David Bonnett dated April 1, 2005 (incorporated herein by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.55Amendment No. 2 to Employment Agreement of David Bonnett dated August 1, 2005 (incorporated herein by reference to Exhibit 10.29 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.56Amendment No. 3 to Employment Agreement of David Bonnett dated February 23, 2006 (incorporated herein by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.57Amendment No. 4 to Employment Agreement of David Bonnett dated April 4, 2006 (incorporated herein by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.58Amendment No. 5 to Employment Agreement of David Bonnett dated April 1, 2007 (incorporated herein by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).





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10.59Amendment No. 6 to Employment Agreement of David Bonnett dated November 27, 2007 (incorporated herein by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.60Amendment No. 7 to Employment Agreement of David Bonnett dated March 19, 2009 (incorporated herein by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.61Amendment No. 8 to Employment Agreement of David Bonnett dated October 18, 2009 (incorporated herein by reference to Exhibit 10.35 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.62Amendment No. 9 to Employment Agreement of David Bonnett dated January 10, 2010 (incorporated herein by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.63Amendment No. 10 to Employment Agreement of David Bonnett dated January 10, 2010 (incorporated herein by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.64Amendment No. 11 to Employment Agreement of David Bonnett dated November 1, 2011 (incorporated herein by reference to Exhibit 10.38 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.65Amendment No. 12 to Employment Agreement of David Bonnett dated January 2, 2014 (incorporated herein by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.66Amendment No. 13 to Employment Agreement of David Bonnett dated January 2, 2015 (incorporated herein by reference to Exhibit 10.36 to the Registrant's Amended Annual Report on Form 10-K/A filed with the SEC on July 29, 2015).12.1*Computation of Ratio of Earnings to Fixed Charges.21.1*Subsidiaries of American Media, Inc.31.1**Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.31.2**Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.32***Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).101*The following materials from American Media, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), (iii) the Consolidated Statements of Stockholders' Deficit, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.*Previously filed as an exhibit to the Original 10-K and incorporated herein by reference.**Filed herewith.***Furnished herewith.








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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





AMERICAN MEDIA, INC.Dated:July 29, 2016by:/s/ David J. PeckerDavid J. PeckerChairman, Chief Executive Officer and President(Principal Executive Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.





SignatureTitleDate/s/ David J. PeckerChairman, Director, Chief Executive Officer and PresidentJuly 29, 2016David J. Pecker(Principal Executive Officer)/s/ Christopher V. PolimeniExecutive Vice President, Chief Financial Officer and TreasurerJuly 29, 2016Christopher V. Polimeni(Principal Financial and Accounting Officer)/s/ Evan RatnerDirectorJuly 29, 2016Evan Ratner/s/ Barry SchwartzDirectorJuly 29, 2016Barry Schwartz/s/ David R. HughesDirectorJuly 29, 2016David R. Hughes





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