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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/27/06 American Media Operations Inc 8-K:1,9 6/26/06 6:718K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 32K
2: EX-4.1 Fourth Supplemental Indenture, Dated as of June HTML 82K
26, 2006
3: EX-4.2 Second Supplemental Indenture, Dated as of June HTML 81K
26, 2006
4: EX-10.1 Consent Agreement, Dated as of June 26, HTML 144K
2006...Relating to the 10-1/4% Notes
5: EX-10.2 Consent Agreement, Dated as of June 26, 2006... HTML 88K
Relating to the 8-7/8 % Notes
6: EX-10.3 Amendment to the Waiver, Dated as of June 23, 2006 HTML 308K
| Current Report |
| OMB APPROVAL | ||
| OMB Number: |
3235-0060 | |
| Expires: |
January 31, 2008 | |
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| hours per response. . .38.0 | ||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2006
American Media Operations, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11112 | 59-2094424 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1000 American Media Way, Boca Raton, Florida | 33464 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 997-7733
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 26, 2006, American Media Operations, Inc. (the “Company”) entered into (i) a Consent Agreement with certain holders of its 10 1/4% Series B Senior Subordinated Notes due 2009 (the “2009 Notes”), who collectively hold approximately 56.53% of the outstanding principal amount of the 2009 Notes and (ii) a Consent Agreement with certain holders of its 8 7/8% Senior Subordinated Notes due 2011 (the “2011 Notes” and, together with the 2009 Notes, the “Notes”), who collectively hold approximately 61.35% of the outstanding principal amount of the 2011 Notes (collectively, the “Consent Agreements”). Pursuant to the Consent Agreements, the holders of a majority in principal amount of each series of Notes have provided their consents to specified amendments (the “Proposed Amendments”) to the indentures pursuant to which the Notes were issued (the “Indentures”). Pursuant to the Consent Agreements the Company will pay in cash $2.50 per $1,000 in principal amount of Notes to each holder of Notes. In addition, pursuant to the requirements of the Consent Agreements, on June 26, 2006, the Company entered into (i) a Fourth Supplemental Indenture, dated as of June 26, 2006, among the Company, the Note Guarantors named therein and HSBC Bank USA, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), relating to the Indenture governing the 2009 Notes, and (ii) a Second Supplemental Indenture, dated as of June 26, 2006, among the Company, the Note Guarantors named therein and the Trustee, relating to the Indenture governing the 2011 Notes (collectively, the “Supplemental Indentures”). The principal purpose of each Supplemental Indenture is to amend the related Indenture to permit the Company to extend the date by which it is required under such Indenture to file with the Securities and Exchange Commission and provide the Trustee and holders of Notes (i) its quarterly report on Form 10-Q for the quarter ended December 31, 2005 to August 15, 2006, (ii) its annual report on Form 10-K for the year ended March 31, 2006 to September 15, 2006 and (iii) the quarterly report on Form 10-K for the year ended June 30, 2006 to September 29, 2006. Each Supplemental Indenture also requires the Company to make an offer to repurchase the Notes at par with the proceeds of certain specified asset sales if the Company first satisfies a specified senior secured leverage ratio under its credit agreement, subject to certain conditions. This summary description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the definitive Consent Agreements and Supplemental Indentures attached as exhibits hereto.
On June 23, 2006, the Company entered into an Amendment and Waiver (the “Waiver”) under the Credit Agreement, dated as of January 30, 2006 (the “Credit Agreement”), by and among the Company, American Media, Inc., Deutsche Bank Securities Inc., as the Syndication Agent, Bear Stearns Corporate Lending Inc., General Electric Capital Corporation and Lehman Commercial Paper Inc., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent. The Waiver provides for (i) an extension of the deadline for delivery of our financial statements for periods through June 30, 2006, (ii) the approval of the sale of the assets specified in our Current Report on Form 8-K filed on June 14, 2006 and (iii) the approval of certain other changes relating to the foregoing items. This summary description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the definitive Waiver attached as an exhibit hereto.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 4.1 | Fourth Supplemental Indenture, dated as of June 26, 2006, among the Company, the Note Guarantors named therein and HSBC Bank USA, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee | |
| 4.2 | Second Supplemental Indenture, dated as of June 26, 2006, among the Company, the Note Guarantors named therein and HSBC Bank USA, National Association (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee | |
| 10.1 | Consent Agreement, dated as of June 26, 2006, by and among the Company and certain bondholders party thereto relating to the 10 1/4% Series B Senior Subordinated Notes due 2009 | |
| 10.2 | Consent Agreement, dated as of June 26, 2006, by and among the Company and certain bondholders party thereto relating to the 8 7/8% Senior Subordinated Notes due 2011 | |
| 10.3 | Amendment and Waiver, dated as of June 23, 2006, among American Media, Inc., American Media Operations, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN MEDIA OPERATIONS, INC. (Registrant) | ||||||||
| By: |
/s/ Carlos A. Abaunza | |||||||
| Name: |
||||||||
| Title: |
Senior Vice President/Chief Financial Officer | |||||||
| Exhibit No. | Description | |
| 4.1 | Fourth Supplemental Indenture, dated as of June 26, 2006, among the Company, the Note Guarantors named therein and HSBC Bank USA, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee | |
| 4.2 | Second Supplemental Indenture, dated as of June 26, 2006, among the Company, the Note Guarantors named therein and HSBC Bank USA, National Association (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee | |
| 10.1 | Consent Agreement, dated as of June 26, 2006, by and among the Company and certain bondholders party thereto relating to the 10 1/4% Series B Senior Subordinated Notes due 2009 | |
| 10.2 | Consent Agreement, dated as of June 26, 2006, by and among the Company and certain bondholders party thereto relating to the 8 7/8% Senior Subordinated Notes due 2011 | |
| 10.3 | Amendment and Waiver, dated as of June 23, 2006, among American Media, Inc., American Media Operations, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/31/08 | ||||
| 9/29/06 | ||||
| 9/15/06 | ||||
| 8/15/06 | NT 10-Q | |||
| 6/30/06 | 10-Q, NT 10-Q | |||
| Filed on: | 6/27/06 | 8-K | ||
| For Period End: | 6/26/06 | |||
| 6/23/06 | ||||
| 6/14/06 | 8-K | |||
| 3/31/06 | 10-K, NT 10-K/A | |||
| 1/30/06 | 8-K | |||
| 12/31/05 | 10-Q, NT 10-Q, NTN 10K | |||
| List all Filings | ||||