SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/[X]

Filed by a Party other than the Registrant / /[ ]

Check the appropriate box:

/ /[ ] Preliminary Proxy Statement / /[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/[X] Definitive Proxy Statement
/ /[ ] Definitive Additional Materials
/ /[ ] Soliciting Material Pursuant to sec.240.14a-11(c)Rule 14a-11(c) or sec.240.14a-12Rule 14a-12

AMERICAN MEDIA, INC.
-
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ /[ ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set(set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ /[ ] Fee paid previously with preliminary materials.

/ /materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2

AMERICAN MEDIA, INC.
600 SOUTH EAST COAST AVENUE
LANTANA, FLORIDA 33462
------------------------33464
---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 199612, 1998

You are cordially invited to attend The Annual Meeting of Stockholders of
American Media, Inc. (the "Company") which will be held at The Ritz-Carlton
Hotel, 100 South Ocean Boulevard, Manalapan, Florida on Tuesday,Wednesday, August 13,
199612,
1998 at 9:3000 a.m., local time, for the following purposes:

1. To elect ten directors.

2. To ratify the selection of Arthur Andersen LLP as independent
certified public accountants of the Company for the fiscal year ending
March 31, 1997.29, 1999.

3. To transact such other business as may properly come before the
meeting.

These matters are described in detail in the attached Proxy Statement.

It is important that your shares be represented at the Annual Meeting
regardless of the size of your holdings. Whether or not you intend to be present
at the meeting in person, we urge you to please mark, date and sign the enclosed
Proxy card and return it in the envelope provided for that purpose, which does
not require postage. If you receive more than one Proxy card because you own
shares of more than one class of common stock or because you own shares
registered in different names or at different addresses, each Proxy card should
be completed and returned.

By Order of the Board of Directors

MAYNARD RABINOWITZ
Secretary
Lantana, Florida
June 25, 199629, 1998

YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
3

AMERICAN MEDIA, INC.
---------------------------------------------

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 1996
------------------------12, 1998
---------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of American Media, Inc. (the "Company") for
use at its Annual Meeting of Stockholders to be held at The Ritz-Carlton Hotel,
100 South Ocean Boulevard, Manalapan, Florida, at 9:3000 a.m., local time, on
Tuesday,Wednesday, August 13, 1996,12, 1998, and at any postponement or adjournment thereof. This
Proxy Statement and the accompanying Proxy Card are first being sent to
stockholders on or about June 25, 1996.29, 1998. The Company's Annual Report on Form 10-K
for the fiscal year ended March 25, 199630, 1998 (the "Annual Report"), will be
delivered to the stockholders on or before the time of delivery of the other
proxy materials.

The Company's executive offices are located at 600 South East Coast Avenue,
Lantana, Florida 3346233464 (telephone 561-540-1000)(561) 540-1000).

OUTSTANDING SHARES AND VOTING RIGHTS

The record date for stockholders entitled to notice of, and to vote at, the
Annual Meeting or any postponements or adjournments thereof is the close of
business on the record date of June 17, 199619, 1998 (the "Record Date"). The Company's
voting securities entitled to be voted at the Annual Meeting consist of two
classes of $.01 par value Common Stock -- Class A Common Stock (the "Class A
Stock") and Class C Common Stock (the "Class C Stock") (collectively, the
"Common Stock"). Holders of Class A Stock have one vote per share on all matters
and holders of Class C Stock have three votes per share on all matters. For all
matters to be considered at the Annual Meeting, the shares of Class A Stock and
Class C Stock will vote together and not as separate classes.

As of the Record Date, there were outstanding 21,074,30321,780,423 shares of Class A
Stock and 20,702,005 shares of Class C Stock. A quorum (the presence in person
or by proxy of a majority of the number of votes to which holders of the issued
and outstanding shares of the Class A Stock and Class C Stock are entitled to
cast) is required for any vote taken at the Annual Meeting to be deemed valid.
When a quorum is present, the affirmative vote of the majority of the votes,
present in person or by proxy, to which holders of the shares of the Class A
Stock and Class C Stock are entitled to cast is required for the election of
each director and the ratification of the selection of independent certified
public accountants and the approval of any other matter which is submitted to a
vote of the stockholders at the Annual Meeting.

Abstentions from voting will be included for purposes of determining
whether a quorum is present and whether the requisite number of affirmative
votes are received on any matters submitted to the stockholders for vote, and
will have the same effect as a vote against all matters submitted to the
stockholders for a vote, except for election of directors. A vote withheld from
any director nominee has the same effect as a vote against that nominee. If a
broker indicates on the proxy that it does not have discretionary authority as
to certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote in respect to that matter.
4

As of the Record Date, Boston Ventures Limited Partnership III and Boston
Ventures Limited Partnership IIIA (collectively "Boston Ventures") and Macfadden
HoldingsPEMIMA,
L.P. ("Macfadden L.P."PEMIMA") and Michael J. Boylan, the sole General Partner of PEMIMA,
collectively owned beneficially, Common Stock representing approximately 75.9%75.2%
of the combined voting power of the outstanding Common Stock to be voted at the
Annual Meeting for the election of directors, based upon 4.8%4.6% of the voting
power of the Class A Stock, and 100% of the voting power of the Class C Stock.
Since a majority of the affirmative votes and/or shares of Class A Stock and
Class C Stock voting together is required, Boston Ventures and Macfadden L.P.PEMIMA voting
together are able to elect the entire Board of Directors of the Company and, in
general, to determine the outcome of any other matter submitted to the
stockholders for approval, including the selection of the Company's independent
certified public accountants. See "Proposal 1 -- Election of Directors" for a
description of the provisions of the Stockholders Agreement relating to voting
for nominees of Boston Ventures or Macfadden L.P.PEMIMA.

Proxies properly executed and returned in a timely manner will be voted at
the Annual Meeting and at any postponement or adjournment thereof in accordance
with the directions specified therein. If no directions are indicated, the
shares represented by the proxy will be voted FOR the election of all nominees
named herein as directors, FOR ratification of the selection of the independent
certified public accountants, and on other matters presented for a vote, in
accordance with the judgment of the persons acting under the proxies.

Each stockholder giving a proxy has the power to revoke it any time before
it is voted, either in person at the Annual Meeting, by written notice to the
Secretary of the Company or by delivery of a later-dated proxy.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth, as of April 30, 1996,May 11, 1998, unless otherwise noted,
(1) the ownership of each class of the Company's voting securities by holders
known by the Company to be beneficial owners of more than 5% of the outstanding
shares of any class; and (2) the beneficial ownership of each class of the
Company's equity securities by the Company's (a) directors and nominees (listed
by name), (b) the Company's chief executive officer and its four other most
highly compensated executive officers for the fiscal year ended March 25,
1996,30, 1998,
and (c) directors and executive officers as a group, without naming them.

CLASS A CLASS C
---------------------------- ------------------------------------------------- ----------------------
AMOUNT AND AMOUNT AND
NATURE AMOUNT ANDOF PERCENT NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF BENEFICIAL PERCENT OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- - -------------------------------- ----------------- -------- ------------------------------------ ---------- ------- ---------- --------

Boston Ventures Limited.........Limited Partnership III (1)........ 1,011,313 4.8%4.6% 20,702,005 100%
Partnership III(1)
21 Custom HouseOne Federal Street, 23rd Floor
Boston, Massachusetts 0210902110-2003
Boston Ventures Limited.........Limited Partnership IIIA(1)........ 1,011,313 4.8%4.6% 20,702,005 100%
Partnership IIIA(1)
21 Custom HouseOne Federal Street, 23rd Floor
Boston, Massachusetts 02109
Macfadden Holdings,02110-2003
PEMIMA, L.P.(1)......................................... 1,011,313 4.8%4.6% 20,702,005 100%
476 Navesink River Road
Red Bank, New Jersey 07701
Michael J. Boylan(1)............................... 1,011,313 4.6% 20,702,005 100%
c/o American Media, Inc.
600 East Coast Avenue
Lantana, Florida 33464

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5

Anthony J. Bolland(2)......................................... 1,011,313 4.8%4.6% 20,702,005 100%
c/o Boston Ventures Management, Inc.
21 Custom HouseOne Federal Street, 23rd Floor
Boston, Massachusetts 0210902110-2003
Roy F. Coppedge, III(2)...................................... 1,011,313 4.8%4.6% 20,702,005 100%
c/o Boston Ventures Management, Inc.
21 Custom HouseOne Federal Street, 23rd Floor
Boston, Massachusetts 02109
Peter J. Callahan(3)............ 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 South East Coast Avenue
Lantana, Florida 33462
Michael J. Boylan(3)............ 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 South East Coast Avenue
Lantana, Florida 33462
Maynard Rabinowitz(3)........... 1,011,313 4.8% 20,702,005 100%
c/o American Media, Inc.
600 South East Coast Avenue
Lantana, Florida 3346202110-2003
Ariel Capital Management, Inc.(4)....................... 4,565,145 21.7%(3).................. 7,805,270 35.8% -- --
307 North Michigan Avenue
Suite 500
Chicago, Illinois 60601
Massachusetts Financial Services
Company (5)Ryback Management Corporation(4)................... 2,701,411 11.4%2,254,900 10.4% -- --
500 Boylston Street
Boston, Massachusetts 02109
Salomon Brothers, Inc. (6)...... 1,928,240 8.4%7711 Carondelet Avenue, Suite 700
P.O. Box 16900
St. Louis, MO 63105
Mellon Bank Corporation(5)......................... 1,676,950 7.7% -- --
Seven World TradeOne Mellon Bank Center, New York, New York 10048

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CLASS A CLASS C
---------------------------- ----------------------------
AMOUNT AND NATURE AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- - -------------------------------- ----------------- -------- ----------------- --------
Room 4340
Pittsburgh, Pennsylvania 15258
Yacktman Asset Management Company (7)................... 1,667,900 7.9%Company(6)............... 1,484,500 6.8% -- --
303 W. Madison Street, Suite 1925
Chicago, IL 60606
I.G. InvestmentState Street Research & Management Ltd.
(8)........................... 1,185,600 5.6%Company(7)...... 1,118,900 5.1% -- --
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba R3C 3B6
Iain Calder..................... 467,131 2.2%Financial Center, 30th Floor
Boston, MA 02111-2690
Barry Baker........................................ 1,000 * -- --
Steven B. Dodge.................Dodge.................................... -- -- -- --
Gerald S. Hobbs.................Hobbs.................................... -- -- -- --
Anthony S. Hoyt (8)................................ 45,267 * -- --
Gerry M. Ritterman..............Ritterman................................. -- -- -- --
Barry Baker..................... 1000 * -- --
AnthonyLucille S. Hoyt.................Salhany................................. -- -- -- --
Roger Wood......................................... 61,295 * -- --
All directors, nominees and executive officers as a
group (21)(22) persons)...................... 2,258,107(9) 10.6%.............................. 1,752,852(9) 8.0% 20,702,005 100.0%

- ---------------

* Less than 1% of Class.

(1) EachPursuant to a Stockholders, Registration Rights and Voting Agreement, dated
April 8, 1993 and as amended, (the "Stockholders Agreement"), each of Boston
Ventures Limited Partnership III, Boston

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Ventures Limited Partnership IIIA, and Macfadden L.P., as a result of a Registration Rights
and Voting Agreement among Macfadden L.P., Boston Ventures and the former
limited partners of GP Group Acquisition Limited Partnership, L.P.
("Acquisition Partnership") dated April 8, 1993 relating to termination of
Acquisition Partnership on June 30, 1993 ("Stockholders Agreement"),PEMIMA is deemed to have shared
voting power (but not shared investment power) with respect to the shares of
Class A Stock and Class C Stock owned of recordheld by them and are thus the beneficial
owners of such shares. Boston Ventures Limited Partnership III has sole or
shared investment power with respect to 531,376 shares of Class A Stock and
9,786,806 shares of Class C Stock. Boston Ventures Limited Partnership III
disclaims beneficial ownership of all shares of Class A Stock and Class C
Stock other than those shares as to which it has sole or shared investment
power. Boston Ventures Limited Partnership IIIA has sole or shared
investment power with respect to 140,078 shares of Class A Stock and
2,579,602 shares of Class C Stock. Boston Ventures Limited Partnership IIIA
disclaims beneficial ownership of all shares of Class A Stock and Class C
Stock other than those shares as to which it has sole or shared investment
power. Macfadden L.P.PEMIMA has sole or
shared investment power with respect to 339,859 shares of
Class A Stock and 8,335,5978,335,597.2 shares of Class C Stock and disclaims
beneficial ownership of all other shares of Class A Stock and Class C Stock.
Macfadden L.P.Mr. Boylan, as the sole general partner of PEMIMA, may be deemed to be the
beneficial owner of all shares of Class A Stock and Class C Stock
beneficially owned by PEMIMA. Except for 33,986 shares of Class A Stock and
833,559.7 shares of Class C Stock beneficially owned by PEMIMA, Mr. Boylan
disclaims beneficial ownership of all shares of Class A Stock and Class C
Stock other than those
shares as to which it has sole or shared investment power.beneficially owned by Boston Ventures Limited Partnership III, Boston
Ventures Limited Partnership IIIA and Macfadden L.P. share investment power with the Company with respect to
8,913,022 shares of Class A Stock and Class C Stock in order to satisfy
Acquisition Partnership's obligations in connection with the Partnership
Warrants. See "Certain

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Relationships and Related Transactions."PEMIMA. Boston Ventures Company
Limited Partnership III, as the sole general partner of each of Boston
Ventures Limited Partnership III and Boston Ventures Limited Partnership
IIIA, is deemed to be the beneficial owner of the shares of Class A Stock
and Class C Stock beneficially owned by such limited partnerships. Boston
Ventures Company Limited Partnership III disclaims beneficial ownership of
all shares of Class A Stock and Class C Stock as to which Macfadden L.P.each of PEMIMA and
Mr. Boylan has sole or shared investment power. The partnership agreement
governing Boston Ventures requires Boston Ventures to terminate, and
distribute its assets, including any Company Common Stock then held, to its
partners no later than March 31, 2001.
(2) Each of these persons, as well as each of Ms. Martha H. W. Crowninshield and
Messrs. William F. Thompson, Richard C. Wallace and James M. Wilson in their
respective capacities as partners of Boston Ventures Company Limited
Partnership III, is deemed to be the beneficial owner of the shares of Class
A Stock and Class C Stock beneficially owned by Boston Ventures Company
Limited Partnership III. These persons disclaim beneficial ownership of all
shares of Class A Stock and Class C Stock as to which Macfadden L.P.each of PEMIMA or Mr.
Boylan has sole or shared investment power. See footnote 1.
(3) EachAs of Messrs. Callahan, Boylan and Rabinowitz and Macfadden Publishing
Inc. ("Macfadden Publishing") in their respective capacities as general
partnersApril 30, 1998, shares are owned on behalf of Macfadden L.P., is deemed to be the beneficial owner35 investment advisory
clients of the
shares of Class C Stock and Class A Stock beneficially owned by Macfadden
L.P. and to have shared voting and investment power with respect to such
shares. Mr. Callahan, as the sole stockholder of Macfadden Publishing, is
deemed to be the beneficial owner of the shares of Class C Stock and Class
A Stock beneficially owned by Macfadden Publishing. Each of these persons
and Macfadden Publishing disclaim beneficial ownership of all shares of
Class A Stock and Class C Stock other than those shares as to which
Macfadden L.P. has sole or shared investment power. See footnote 1.
(4) Shares are held in 34 client accounts, of which no single account owns more
than 5% of the outstanding Class A Stock. Ariel Capital Management, Inc. ("Ariel Capital"), in its capacity
as investment advisor,a registered Investment Advisor. Ariel Capital has sole voting power over
4,382,9457,278,070 shares of Class A Stock and hashad sole investment
discretiondispositive power over
4,565,1457,805,270 shares of Class A Stock. Ariel Capital disclaims beneficial
ownership of all of these shares.
(5)(4) Based upon informationSchedule 13G filed on January 23, 1998, as of April 30, 1996, 2,701,411December 31, 1997,
2,254,900 shares of Class A Stock which may be acquired through the exercise of warrants to purchase
the Class A Stock of Company arewere held in a fiduciary capacity by
Ryback Management Corporation and/or Lindner Growth Fund ("Ryback"). Ryback
beneficially owned by Massachusetts
Financial Services Company ("MFS") and certain mutual funds and/or certain
other non-reporting entities in the MFS complex.
(6) Based upon information contained in a Schedule 13D dated March 8, 1996,
1,928,2402,117,900 shares of Class A Stock which may be acquired through the
exerciseheld by Lindner Growth
Fund and 137,000 shares of warrants to purchase the Class A Stock of Company were
beneficially ownedmanaged by Salomon Brothers, Inc. ("SBI"). SBI also reports that
it held a short position in 81,600Ryback Management
Corporation. Ryback had sole voting and dispositive power over said
2,254,900 shares of Class A Stock.
(7) Based upon information as(5) As of April 30, 1996 byMarch 31, 1998, Mellon Bank Corporation, through its direct or
indirect subsidiaries, some of which are registered Investment Advisors, had
sole voting and dispositive power over 1,676,950 shares of Class A Stock.
(6) As of February 5, 1998 Yacktman Asset Management Company ("Yacktman"), 1,667,900a
registered Investment Advisor, held 1,484,500 shares of Class A Stock are held by Theon
behalf of investment advisory clients of Yacktman,

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7

including the Yacktman Fund, Inc. Yacktman had sole voting power over
204,000 of said shares and 267,900sole dispositive power over 1,484,500 of said
shares.
(7) As of May 1, 1998, State Street Research & Management Company ("State
Street"), a registered Investment Advisor, owned 1,118,900 shares of Class A
Stock are held in individual
client accounts managed by Yacktman. Yacktmanon behalf of clients. State Street has sole voting power over 1,572,00030,200
of said shares and sole dispositive power over 1,118,900 of said shares and
disclaimed any beneficial interest in any of said shares.
(8) Based upon information as of May 2, 1996 by I.G. Investment Management, Ltd.
("Investment Management"), shares are held in two Canadian mutual funds,
Investors U.S. Growth Fund Ltd. (1,075,800 shares of Class A Stock), and
Investors Global Fund Ltd. (109,800 shares of Class A Stock), as to which
Investment Management, a Canadian investment advisory management company
serves as investment advisor. Investment Management has voting and
investment power over all 1,185,600 shares.
(9) Also includes 195,667Includes 41,667 shares of Class A Stock subject to existing stock options
which are exercisable within 60 days of April 30, 1996.

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81998.
(9) Also includes 192,334 shares of Class A Stock subject to existing stock
options which are exercisable within 60 days of April 30, 1998.

PROPOSAL 1 --

ELECTION OF DIRECTORS

NOMINEES

Ten directors are to be elected at the Annual Meeting. The persons named
below have been designated by the Board as nominees for election as directors,
to serve until the next Annual Meeting of Stockholders or until their successors
are duly elected and qualified. In the event any nominee becomes unavailable to
serve, the proxies will be voted for the election of the balance of those named
and a substitute nominee selected by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will be unable to serve.

The names of the nominees and information about them are set forth below.

PETER J. CALLAHAN, age 56, is Chairman, President and Chief Executive
Officer of the Company. Mr. Callahan joined the Company's predecessor in 1989.
Mr. Callahan is also the owner, with others, of companies publishing
approximately 50 magazines, including general interest magazines and trade
publications. The companies include Macfadden Publishing, Inc., The
Sterling/Macfadden Partnership and Macfadden Publishing, LLC (collectively, the
"Macfadden Companies"). Mr. Callahan has been a director of the Company since
its inception in 1990.

BARRY BAKER, age 46, has been Chief Executive Officer of River City
Broadcasting, L.P. ("River City") since 1988. River City owns and operates 28
television stations and 34 radio stations. Mr. Baker is the President of Better
Communications, Inc., which is the General Partner of River City. In June, 1996,
Sinclair Broadcasting Group, which owns and operates 57 television stations and
59 radio stations agreed to acquire River City. Mr. Baker serves as a consultant
to Sinclair Broadcast Group and Sinclair Communications, Inc. (collectively
"Sinclair") and will be the Chief Executive Officer of Sinclair Communications,
Inc. upon the pending Federal Communications Commission approval of the
Sinclair/River City acquisition. He also serves on the ABC Board of Governors
and the FOX Broadcasting Board of Governors, has a board position on the
National Association of Television Program Executives and is the former Chairman
of the Television Bureau of Advertising. Mr. Baker has been a director of the
Company since 1995.

ANTHONY J. BOLLAND, age 42,46, is a Vice President of the Company. Mr. Bolland
joined the Company's predecessor in 1989. Since 1983, Mr. Bolland has been a
partner of Boston Ventures Company Limited Partnership III and its predecessors,
the general partner of Boston Ventures, which together with its affiliates have
made 3644 investments totaling $890 million$1.1 billion (predominantly in the media and
communications industry)
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8

since 1983. Mr. Bolland is also a director of Six Flags Entertainment Corp. and
Sygnet Wireless, Inc. Mr. Bolland has been a director of the Company since its
inception in 1990.

MICHAEL J. BOYLAN, age 49,51, is a Vice Chairman, Publishing Operations of the
Company. Mr. Boylan joined the Company's predecessor in 1989. Mr. Boylan is also
Presidenta part owner of Macfadden Publishing, a magazine publishing holding company which
he joined in 1980 and which is a general partner of Macfadden L.P. Affiliates of
Macfadden Publishing publish 45 magazines. Mr. Boylan has been a directorcertain of the Company since its inception in 1990.

IAIN CALDER, age 57, is Executive Vice President,and has been employed by
the Company, its subsidiaries and predecessors in various executive and
editorial positions for over 30 years.Macfadden Companies. Mr. Calder has been a director of the
Company since its inception in 1990.

PETER J. CALLAHAN, age 54, is Chairman, President and Chief Executive
Officer of the Company. Mr. Callahan joined Company's predecessor in 1989. Mr.
Callahan is also Owner-Chairman of Macfadden Publishing which he founded in 1975
and which is a general partner of Macfadden L.P. In addition, Mr. Callahan is a
general partner of Macfadden L.P. Mr. CallahanBoylan has been a
director of the Company since its inception in 1990.

ROY F. COPPEDGE III, age 48,50, is a Vice President of the Company. Mr.
Coppedge joined the Company's predecessor in 1989. Since 1983, Mr. Coppedge has
been a partner of Boston Ventures Company Limited Partnership III and its
predecessors, the general partner of Boston Ventures. Mr. Coppedge has been a
director of the Company since its inception in 1990.

Mr. Coppedge is also a
director of Continental Cablevision, Inc.

STEVEN B. DODGE, age 50, has been the Chairman and Chief Executive Officer
of American Radio Systems Corp. (or predecessor companies), a radio broadcasting
company which owns 37 radio stations in 14 markets, since 1988. Mr. Dodge has
been a director of the Company since 1992.

GERALD S. HOBBS, age 54,56, is currently ChairmanPresident and Chief Executive Officer
(since December, 1984) of BPI Communications, Inc. ("BPI"), a diversified
publishing and communications company. He is also the Chief Executive Officer
of VNU-USA, Inc. ("VNU-USA") whose businesses include BPI Communications, Inc.
("BPI"), VNU Marketing Information Services, Inc., SRDS, Inc. and Bill
Communications, Inc. Mr. Hobbs has also been the Chairman of BPI publishes 20since December,
1984. VNU-USA companies publish magazines, directories, books and 33 annual
directories.provide
proprietary data, market research and trade shows to numerous industry specific
segments. Mr. Hobbs is also a Director of the American Business Press, BPA
International and BPA
International. Until February, 1994, Boston

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Ventures owned approximately two-thirds of the equity interest in a partnership
which owned the assets comprising the business of BPI. In February, 1994, BPI
was sold to VNU, a leading European media company.The Advertising Council. Mr. Hobbs has been a director of the
Company since 1991.

MAYNARD RABINOWITZ, age 54,56, is a Vice Chairman, Finance, Administration and
Legal Affairs and Secretary of the Company. Mr. Rabinowitz joined the Company's
predecessor in 1989. Mr. Rabinowitz is also a general partnerpart owner of certain of the
Macfadden L.P.Companies. Mr. Rabinowitz has been a director of the Company since its
inception in 1990.

GERRY M. RITTERMAN, age 46,48, has been President of Ritterman Capital
Incorporated since 1989 and since 1994, President of CLF Management Inc. and
Chairman of Seybert Nicholas Printing Group, Cousins Printing L.P. and Chelsea
Graphics Inc. Ritterman Capital Incorporated is a private investment company
which invests primarily in publishing and printing companies. In 1994 Mr.
Ritterman sold Music America Publishing, Inc., a publisher of directories and
consumer titles in the music field, which he had owned since 1992.field. Mr. Ritterman has also served as a
consultant to several publishers. Mr. Ritterman has been a director of the
Company since 1993.

BARRY BAKER,LUCILLE S. SALHANY, age 43, has been51, serves as President and Chief Executive Officer
of River CityJ.H. Media Limited, an advisory company. She served as President and Chief
Executive Officer of United Paramount Network from September, 1994 until
September, 1997. From August, 1991 to July, 1994, she served as Chairman of FOX
Broadcasting L.P. ("River City"), oneCompany and also was a member of the nation's largest privately owned
TV/Radio enterprises which ownsBoard of Directors of Fox,
Inc. Ms. Salhany is a member of the Board of Directors of the Academy of
Television Arts and operates 10 television stationsSciences and 24 radio
stations, since 1988. Mr. Baker is the President of Better Communications, Inc.,
which is the General Partner of River City. Mr. BakerHollywood Supports, an entertainment industry
organization. She also serves on the ABC
Board of GovernorsEmerson College and the FOX Broadcasting Board of Governors. He is the
current Chairman of the Television Bureau of Advertising. Mr. Baker has been a director
of Compaq Computer Corporation, Avid Technology, Inc. and Boston Restaurant
Associates, Inc.

ROGER WOOD, age 72, was President of Star Editorial, Inc. and Publication
Director of Star from July, 1991 until March, 1997, when he became a consultant
to the Company since November, 1995.Company.

STOCKHOLDERS AGREEMENT

Pursuant to the terms of the Stockholders Agreement, Macfadden L.P.PEMIMA and Boston
Ventures have agreed to vote their respective shares of Class A Stock and Class
C Stock in concert to elect the following persons as directors of the Company:
Peter J. Callahan, Michael J. Boylan, Maynard Rabinowitz, Iain Calder,
Roy F. Coppedge III,
Anthony J. Bolland, and such other independent directors as shall be selected
and nominated with the agreement of Macfadden L.P.PEMIMA and Boston Ventures. They have also
agreed that any vacancy caused by the death,
6
9

incapacity or resignation of Messrs. Callahan, Boylan Rabinowitz or CalderRabinowitz will be
filled by Macfadden L.P.,PEMIMA, and any vacancy similarly caused with respect to Messrs.
Bolland or Coppedge will be filled by Boston Ventures. At April 30, 1996,
Macfadden L.P.As of June 19, 1998,
PEMIMA and Boston Ventures collectively owned approximately 75.9%75.2% of the
combined voting power of the Company's outstanding Common Stock.

No family relationships exist between any of the executive officers or
directors of the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.

COMPLIANCE WITH SECTION 16 UNDER THE 1934 ACT

Under the securities laws of the United States, the Company's directors,
executive officers and all persons owning beneficially more than ten percent of
the Company's Class A Stock are required to file reports of their initial
ownership of Common Stock and any changes in that ownership with the Securities
and Exchange Commission and the New York Stock Exchange, Inc., and provide
copies of these reports to the Company. Specific due dates have been
established, and the Company is required to disclose in this Proxy Statement any
known failure to file these reports by these dates.

7
10

Based upon written representations of reporting persons and a review of
copies of filed reports received by the Company, the Company believes all of
these filing requirements were satisfied, except that director Barry Baker filed
one reportSteven B. Dodge
was late in reporting atwo transactions involving the purchase and sale of Class
A Stock.

MEETINGS AND COMMITTEES OF THE BOARD

During fiscal 1996,1998, the Board of Directors held four meetings. Each
director attended at least 75% of all of the Board meetings held while he was a
director and the meetings of the committees on which he served.

The Company's Board of Directors has established an Audit Committee consisting of
Messrs. Hobbs, Dodge and Ritterman, none of whom is an employee of the Company
or its subsidiaries. The Audit Committee oversees the procedures, scope and
results of the annual audit and reviews the services provided by the Company's
independent certified public accountants. The Audit Committee met once during
fiscal 1996.1998.

The Company's Board of Directors has a standing committee to administer
Company's Stock Option Plan. The members of this Committee are Messrs. Hobbs,
Dodge and Ritterman. The Committee met once during fiscal 1996.1998.

The Company has an Executive Compensation Committee (known as the Executive
Compensation Review Board) comprised of Messrs. Hobbs, Dodge and Ritterman. The
purpose of this committee is to establish policies and guidelines concerning the
compensation of Company's Chief Executive Officer and other executive officers
of the Company. The Executive Compensation Review Board did not meet during
fiscal 1996.1998.

The Company's Board of Directors does not have a standing nominating
committee. The Board of Directors performs this function.

DIRECTOR COMPENSATION

Directors who are also employees of the Company or any of its subsidiaries
or partners of Boston Ventures or Macfadden L.P. do not currently receive any additional
compensation for serving as a director or committee member

7
10

or for attending Board or committee meetings. All other directors receive an
annual retainer of $25,000, plus $2,500 for each Board meeting and committee
meeting (held other than on the date of a Board meeting) attended. In addition,
the Company reimburses all directors for travel and out-of-pocket expenses
incurred in connection with Board or committee meetings and otherwise with
respect to their duties as directors.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company and its
subsidiaries to the Company's chief executive officer and its four other most
highly compensated executive officers ("Named Executive Officers"), at March 25, 1996,30,
1998, for services rendered to the Company and its subsidiaries during the
fiscal years 1996, 19951998, 1997 and 1994:

8
111996:

SUMMARY ANNUAL COMPENSATION TABLE

FISCALLONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ------------------
OTHER ANNUAL SHARES ALL OTHER
FISCAL SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($($) COMPENSATION($($) COMPENSATION($($) - - ---------------------------------------OPTIONS ($)
--------------------------- ------ --------- --------------- ---------------------- ------- ------------ ------------------ ------------

Peter J. Callahan...................... 1996 350,000Callahan................ 1998 350,000(1) 198,500(1) -0- 657,818(1)-- 659,271(1)(2)
Chairman, President, Chief 1997 350,000(1) 341,000(1) -0- -- 657,967
Executive 1995 350,000Officer 1996 350,000(1) -0- 1,145,239
Officer 1994 250,000 -0- 1,510,609-- 657,818

Michael J. Boylan...................... 1996 300,000Boylan................... 1998 300,000(1) 99,250(1) -0- 281,960(1)-- 283,011(1)(2)
Vice Chairman, Publishing 1997 300,000(1) 170,500(1) -0- -- 282,679
Operations 1995 300,0001996 300,000(1) -0- 526,447
1994 200,000 -0- 509,004-- 281,960

Maynard Rabinowitz..................... 1996 300,000Rabinowitz............... 1998 300,000(1) 99,250(1) -0- 289,500(1)-- 283,821(1)(2)
Vice Chairman, Finance, 1995 300,0001997 300,000(1) 170,500(1) -0- 526,447-- 290,154
Administration and Legal 1996 300,000(1) -0- -0- -- 289,500
Affairs, and 1994 200,000 509,433
Secretary
Iain Calder............................ 1996 506,539 -0- 45,481(2)
Executive Vice President 1995 577,000 -0- 21,670
1994 569,000 -0- 66,762

Anthony S. Hoyt........................ 1996 442,308Hoyt.................. 1998 500,000 50,000 -0- 12,834-- 21,721(2)
Senior Vice President and 1997 500,000 30,232 -0- 25,000 21,389
Publisher, 1995National Enquirer 1996 442,308 -0- -0- -0-
National Enquirer50,000 12,834
and Star

1994Iain Calder...................... 1998 300,000 -0- -0- -- 31,443(2)
Executive Vice President 1997 300,000 -0- -0- -- 30,858
1996 506,539 -0- -0- -- 45,481

- ---------------

(1) Includes management fees ("Management Fees") distributed by Macfadden L.P. as a component of compensation
for serving as executive officers of the Company and its subsidiaries. The
Compensation Committee adopted a five-year Senior Executive Compensation
Plan ("Compensation Plan"), effective in fiscal 1995, which was approved by
the Company's Stockholders at the 1994 Annual Meeting. The individuals
eligible to participate in the Compensation Plan are Messrs. Callahan,
Boylan and Rabinowitz (the "Participants"). Under the Compensation Plan, the
Participants will receive a base salary and a management fee. The base salaries
are $350,000, $300,000 and $300,000, respectively, for Messrs. Callahan,
Boylan and Rabinowitz. The management fee is divided into two components.
The first component consists of cash payments of $650,000 to Mr. Callahan
and $275,000 to each of Messrs. Boylan and Rabinowitz. The second component
is based upon the Company's performance. If the company achieves more than
$100 million of operating cash flow, for the applicable fiscal year, as
defined in a ThirdFourth Amended and Restated Credit

8
11

Agreement dated as of November 10, 1994, (as amended from time to time)June 5, 1998, (and predecessor agreements) among
American Media Operations, Inc. ("Operations"), a wholly-owned subsidiary of
the Company, certain banks and The Chase Manhattan Corporation (formerly Chemical Bank)Bank, as agent (the
"Credit Agreement"), after adding back start-up costs of new projects (such
as magazine launches) and deducting any acquired cash flows, the
Participants named above will receive in the aggregate 4% of operating cash
flow in excess of $100 million. The performance component is to be
distributed as follows: Mr. Callahan -- 50%; Mr. Boylan -- 25%; and Mr.
Rabinowitz -- 25%. Amounts payable as management fees under the Compensation
Plan will not exceed any applicable limitations set forth in the documents
governing the Company's financing arrangements.
(2) Includes Operation's profit-sharing contributions allocated under
Operation's Employee Profit Sharing Plan ("Profit Sharing Plan"). For fiscal
1996,1998, Messrs. Callahan, Boylan, Rabinowitz, Hoyt and Calder each received a
contribution of $6,090.

9
12$6,571. Also includes payments for life insurance of $2,700
for Mr. Callahan, $1,440 for Mr. Boylan, $2,250 for Mr. Rabinowitz, $3,150
for Mr. Hoyt and $5,020 for Mr. Calder.

EMPLOYMENT AGREEMENTS

Effective December 1, 1995 the Company entered into a newMr. Calder's employment agreement with Mr. Calder with a stated term ending November 30, 1996. The
agreement provides for a reduction in Mr. Calder's work schedule by
approximately 50% and an annual base salary of $300,000. The agreement is
terminable by the Company upon ten days' written notice for cause,expired on March 31,
1998 at which generally includes conviction of a felony, use of drugs or alcohol in a manner
which, in the opinion of the Board of Directors, is injurious to the business or
reputation of the Company; the willful or repeated failure to perform his duties
and responsibilities; material dishonesty in financial dealings with or on
behalf of the Company or any material breach of certain representations made
therein by him. Mr. Calder is entitled to receive his base salary through the
end of the month in which his employment is terminated prior to the end of the
stated term by reason of death, or for cause. The employment agreement limits
the ability of Mr. Calder to compete with the Company and its subsidiaries under
certain circumstances. If the employment agreement is not renewed for an
additional one (1) year period, Mr. Calder is entitled to be employed astime he became a Consultant to the Company at the ratean annual
compensation of $100,000 per annum for a period of two years.

The Company has entered into anhad a written employment agreement ("Agreement") with Mr. Hoyt
with a
stated term ending May 1, 1998, and providesproviding for an annual base salary of $500,000 and a bonus of five (5%) percent
of increases in the annual net advertising revenues. The agreement is terminable byAgreement expired on
its stated termination date, May 1, 1998 and Mr. Hoyt continues his employment
with the Company upon five (5)
days written notice for cause, which generally includes conviction of a felony,
failure to perform material duties or obligations, or commission of any willful,
malicious, grossly negligent or reckless act which is materially detrimental tounder essentially the business or reputation of the Company. If Mr. Hoyt is so terminated he will
be entitled to receive his base compensation and bonus through the effective
date of termination. If Mr. Hoyt becomes disabled,same terms as definedset forth in the agreement,
he is entitled to 50% of his base compensation until the disability ceases or
the agreement terminates, whichever is earlier. If Mr. Hoyt voluntarily resigns
during the term of the agreement, all benefits and payments shall cease on the
date of resignation or upon the expiration of a benefit under an applicable
benefit program. If the Company terminates the agreement without cause, Mr. Hoyt
is entitled to salary benefits and bonus compensation for the year during which
termination occurs, less any compensation and comparable benefits provided to
him from any other source during the remainder of the term. The agreement also
contains certain provisions relating to confidentiality and solicitation of
employees or customers of Company.Agreement.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding grants of
stock options made during the fiscal year ended March 25, 199631, 1998 to the executive
officers namesNamed
Executive Officers:

INDIVIDUAL GRANTS

NONE

9
12

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table sets forth the value of options held by the Named
Executive Officers at year-end measured in terms of the closing price of the
Company's Common Stock on March 30, 1998 which was $7.8125. To date, Messrs.
Callahan, Boylan, Rabinowitz and Calder have not participated in the Summary Compensation Table ("Named Executive Officers"):

10
13

INDIVIDUAL GRANTS

POTENTIAL REALIZABLE
VALUE AT ASSUMABLE
ANNUAL RATES OF
STOCK PRICE
PERCENT OF TOTAL APPRECIATION FOR
OPTIONS GRANTED TO OPTION TERM(2)
NUMBER OF OPTIONS EMPLOYEES IN EXERCISE OR BASE --------------------
NAME GRANTED(1) FISCAL YEAR PRICE PER SHARE EXPIRATION DATE 5%($) 10%($)
- - --------------------- ------------------ ------------------ ---------------- --------------- ------ -------

Anthony S. Hoyt...... 50,000 9.8% $ 5.75 9/28/00 79,431 175,522

- - ---------------

(1) Each of the option grants set forth on this chart isCompany's
Stock Option Plan. These options are exercisable in three (3) equal annual
installments, commencing one year from the date of grant.

(2) The potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the option term.
These amounts are calculated pursuant to applicable requirements of the
Securities and Exchange Commission and do not represent a forecast of the
future appreciation of the Company's Common Stock.
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
SHARES VALUE ------------- -------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ -------- ------------- -------------

Anthony S. Hoyt....................... 0 0 41,667/33,333 90,104/77,083

COMPENSATION COMMITTEE REPORT

The Company's compensation policies are determined by the Executive
Compensation Review Board (the "Compensation Committee") and the Stock Option
Committee, each comprised of three of the Company's three outside directors. The
Compensation Committee submits the following report for fiscal 1996:1998:

The Company's executive compensation programs cover executive officers who
are primarily responsible for formulating and carrying out the long range plans
of the Company. The program has the following two primary objectives: (1)
provide market competitive compensation to attract and retain key management
personnel; and (2) provide incentives to promote the best interests and future
profitability of the Company.

The Company has established a competitive level of compensation based on
information drawn from a variety of sources, including industry surveys, proxy
statements and industry consultants as well as the Peer Group as defined in the
Performance Graph ("Peer Group"). The Peer Group includes publishers of
periodicals or newspapers, many of which have a national distribution.

The three components to the Company's executive compensation program are
base salary, long-term incentive compensation, and annual incentive compensation
and management fees. Base salaries are designed to be competitive with
comparable companies and to reflect job responsibilities and individual
performance. Long-term incentive compensation is based on the assessment by the
Company of the desirability to supplement salary and other annual compensation
of specific executive officers and key employees with incentives in the form of
stock option grants under the Company's Stock Option Plan. Annual incentive
compensation (bonuses) is similarly based upon the profitability of the Company
and individual performance. Management fees are paid to compensate the Company's
Chairman and two Vice Chairmen for their efforts in the management of the
Company and its subsidiaries.

In 1994, the Compensation Committee adopted, and the Company's stockholders
approved the Compensation Plan. The Compensation Plan is intended to prevent the
loss of the federal income tax deductions available to the Company for the
amount of any compensation in excess of $1,000,000 paid to the Company's
Chairman and two Vice Chairmen. In accordance with the Compensation Plan, the
compensation paid to these officers under the 19961998 executive compensation
program qualified for federal income tax 11
14

deduction.deduction by the Company. In adopting
the Compensation Plan and in addition to the tax implications

10
13

described above, the Compensation Committee considered, without quantifying any
of these factors, the collective managerial performance of the ChairmenChairman and two
Vice Chairmen, including the Company's growth in net earnings per share in past
fiscal years, cost containment efforts and other efforts to improve operating
results, as well as the Chairman and Vice Chairmen's continued contributions to
the growth of the Company through launching of new magazines and engaging in
other related ventures.

The individuals eligible to participate in the Compensation Plan are
Messrs. Callahan, Boylan and Rabinowitz (the "Participants"). Under the
Compensation Plan, the Participants receive a base salary and a management fee.
The base salaries are $350,000, $300,000 and $300,000, respectively, for Messrs.
Callahan, Boylan and Rabinowitz. The management fee is paid through Macfadden
L.P. and divided into two
components. The first component is fixed and consists of cash payments of
$650,000 for the benefit of Mr. Callahan and $275,000 for the benefit of each of
Messrs. Boylan and Rabinowitz. The second component is based upon the Company's
performance. If the Company achieves more than $100 million of operating cash
flow, as defined in the ThirdFourth Amended and Restated Credit Agreement dated as of
November 10, 1994, (as amended from time to time)June 5, 1998, (and predecessor agreements) among Operations, certain banks and
the Chase Manhattan Corporation (formerly
Chemical Bank)Bank, as agent, for the applicable fiscal year, after adding
back start-up costs of new projects (such as magazine launches) and deducting
any acquired cash flows, the Participants will receive in the aggregate 4% of
operating cash flow in excess of $100 million. The performance component is
distributed as follows: Mr. Callahan -- 50%; Mr. Boylan -- 25%; and Mr.
Rabinowitz -- 25%. Total amounts payable as management fees under the
Compensation Plan for fiscal 19961998 amounted to $1,200,000$1,597,000 and was within any
applicable limitations set forth in the documents governing the Company's
financing arrangements. This amount consisted only of the first component of the
management fee. Due to the Company's performance in fiscal 1996 no payments were
made under the second component of the management fee.

Prior to fiscal 1995, the base salaries of the Company's Chairman and two
Vice-Chairmen had not increased since fiscal 1991 and were considerably below
competitive base salaries for executive officers of similar rank and
responsibilities in the Peer Group. Notwithstanding the management fees and the
increase in base salaries which are determined in accordance with the
Compensation Plan, the total compensation for fiscal 19961998 for the Company's
Chairman and two Vice-Chairmen was competitive with the total compensation for
executives of similar rank and responsibilities in the Peer Group, especially
after considering the fact that the Company's Chairman and two Vice-Chairmen
have not received any form of incentive stock compensation. A review of the
compensation of executive officers of the Peer Group also confirmed that base
salaries paid to the other two executive officers of the Company named in the
"Summary Compensation Table" generally fell within the competitive ranges of
total cash compensation paid to top editorial and operating executive officers
within the Peer Group.

For fiscal 1996,1998, Peter Callahan, the Company's Chief Executive Officer, was
paid $350,000 in base salary, $650,000$848,500 in management fees, and $6,090$6,571 in
long-term incentive compensation as a contribution under the Profit Sharing
Plan. As discussed above, other than the Profit Sharing Plan contribution, the
other amounts were determined pursuant to the Compensation Plan. No incentive
stock compensation was awarded to Mr. Callahan or the Vice Chairmen of the
Company.

Steven B. Dodge
Gerald S. Hobbs
Gerry M. Ritterman

1211
1514

PERFORMANCE GRAPH

The graph below compares the five year cumulative total returns, including
reinvestment of dividends, of the Company's Class A Stock with the companies in
the Standard & Poors (S&P) 500 Index and with eight peer group companies which
include: Central Newspapers, Lee Enterprises, Inc., McClatchy Newspapers,Company, Media
General, Inc., Meredith Corp., Multimedia, Inc., (acquired January, 1996) Park
Communications, Inc. (acquired June, 1995) and Playboy Enterprises, Inc.
(collectively referred to herein as the "Peer Group"). The Peer Group consists
of publishers of periodicals or newspapers, many of which have a national
distribution, with a market capitalization between $100$275 million and $1$1.7
billion. The comparison covers a period of 57 months ending March 31, 1996, and is based on an assumed $100 investment beginning on
July 19, 1991 (the date of the Company's
initial public offering) in the Company's Class A Stock.March 31, 1993, and ending March 31, 1998.

TOTAL RETURN TO STOCKHOLDERS

[GRAPH]

MEASUREMENT PERIOD AMERICAN MEDIA,
(FISCAL YEAR COVERED) MEDIA, INC. S&P 500 INDEX PEER GROUP

JULY 19, 19911993 100.00 100.00 100.00
1992 132.68 107.51 100.77
1993 123.34 123.88 117.06
1994 119.28 125.70 124.7896.71 101.47 106.60
1995 105.22 145.27 148.5085.31 117.27 126.86
1996 53.53 191.91 191.2343.40 154.92 163.37
1997 70.34 185.63 188.35
1998 94.29 274.73 285.74

13
16

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information on the payment by the Company of management fees to certain
executive officers of the Company during fiscal 1996,1998, see Footnote 1 to the
"Summary Compensation Table."

With the net proceeds derived fromBeginning April 1, 1997, Roger Wood became a May 1992 offering of $135,000 Units,
each consisting of one Zero Coupon Note of Operations, in the face amount of
$1,000 and 36 warrants (the "Warrants")consultant to acquire the Company's Class A Stock, the Company acquired 4,860,000 warrants (the "Partnership Warrants") from
Acquisition Partnership for
approximately $12.9 million. The Partnership
Warrants provide for the purchasea period of the same numbereighteen months at an annual compensation of shares of the Company
Common Stock from Boston Ventures and Macfadden L.P. and certain other former
partners of Acquisition Partnership as are purchasable under the Warrants with
terms substantially identical to those of the Warrants. The Company intends,
subject to certain timing considerations, to exercise the Partnership Warrants
to the extent any Warrants are exercised. This will permit the Company to use
the shares obtained from exercising the Partnership Warrants to cover the
exercise of the Warrants in a non-dilutive manner. Pursuant to the terms of the
Stockholders Agreement relating to the termination of Acquisition Partnership,
Boston Ventures and Macfadden L.P. placed 8,913,022 shares of Class C Stock in
escrow to satisfy their obligations in connection with the Partnership Warrants.
This total includes an additional 4,113,018 shares of Class C Stock placed in
escrow as a result of the dilutive effect on the Warrants of the January 3, 1995
payment of a Special Dividend of $7.00 per share to all of the Company's
shareholders.

The remaining former partners of Acquisition Partnership have placed a
total of 330,698 shares of Class A Stock in escrow to satisfy their portion of
the obligation related to the Partnership Warrants under the Stockholders
Agreement.

The obligations of Boston Ventures, Macfadden L.P. and other former members
of Acquisition Partnership with respect to the Partnership Warrants expire on
May 25, 1997, after which time any shares held in escrow will be returned to the
respective owners. Each of Boston Ventures and Macfadden L.P. retains the right
to vote its respective shares held in escrow.$100,000.

To obtain volume discounts, the Company purchases paper from suppliers on
behalf of its subsidiaries as well as the Macfadden Publishing and the
Sterling/Macfadden Partnership, both of which are controlled by Peter J.
Callahan (the "Macfadden Companies").Companies. The Macfadden
Companies reimburse the Company for the cost of such paper on a timely basis. In
fiscal 1996,1998, the Company and its subsidiaries were reimbursed approximately
$4.3 million$284,000 for paper purchased on behalf of the Macfadden Companies. The Macfadden
Companies also employemployed the Company and its subsidiaries as its advertising
sales representative in New York and Chicago, for which the Macfadden Companies paid to the
Company and its subsidiaries approximately $120,000$17,100 for fiscal 1996.1998.

12
15

During fiscal 1996,1998, the Company leased office facilities for its sales and
syndication personnel in Chicago and in New York City from the Macfadden Companies. In fiscal 1996,1998,
Operations paid to the Macfadden Companies approximately $98,000$30,000 in connection
with the Chicago lease and an aggregate of
$17,589 in connection with two New York City leases.lease. The Company and its subsidiaries believe that the
transactions discussed herein with the Macfadden Companies were on terms
substantially similar to those available from non-affiliates and were fair to
the Company and its subsidiaries from a financial point of view.

In December of 1997, Peter J. Callahan, Michael J. Boylan and Maynard
Rabinowitz transferred all of their shares of Common Stock to PEMIMA in return
for partnership interests in PEMIMA proportional to their capital contributions.
The New York City lease arrangements are no longer in
existence.

14
17transfer of Common Stock to PEMIMA was made for the purposes of estate and
tax planning. Mr. Boylan is the sole general partner of PEMIMA.

PROPOSAL 2 --

RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Upon the recommendation of the Audit Committee of the Board of Directors,
Arthur Andersen LLP, independent certified public accountants, has been selected
by the Board of Directors to continue to act as the Company's auditors for the
fiscal year endedending March 31, 1997,29, 1999, and to perform such other services as may be
required of them. Representatives of Arthur Andersen LLP will be present at the
19961998 Annual Meeting of Stockholders and will have the opportunity to make a
statement, if they desire to do so, and will be available to respond to
appropriate questions raised at the meeting.

MANAGEMENT OF THE COMPANY AND THE BOARD OF DIRECTORS RECOMMEND A
VOTE FOR RATIFICATION.

PROPOSALS BY STOCKHOLDERS

Proposals by stockholders intended to be presented at the 19971999 Annual
Meeting must be received by the Secretary of the Company at the Company's
executive offices 600 South East Coast Avenue, Lantana, Florida 33462,33464, no later than
February 24, 1997,26, 1999, for inclusion in the Proxy Statement and form of proxy relating to that
meeting.

OTHER MATTERS

The cost of soliciting proxies will be borne by the Company. Proxies will
be solicited principally by mail, but may also be solicited by directors,
officers and other employees of the Company personally or by telephone,
telecopy, or otherwise. The Company has hired ChemicalChase Mellon Shareholder Services
LLC, its transfer agent, to coordinate the solicitation of proxies for a fee of
approximately $3,000 plus expenses. The Company will also reimburse custodians,
nominees or other persons for their out-of-pocket expenses in sending proxy
materials to beneficial owners.

The Board of Directors does not intend to present, and does not have any
reason to believe that others will present, any items of business at the Annual
Meeting other than those specifically set forth in the notice of the meeting.
However, if other matters are presented for a vote, proxies will be voted for
such matters in accordance with the judgment of the persons acting under the
proxies.

By Order of the Board of Directors

MAYNARD RABINOWITZ
Secretary
Lantana, Florida
June 25, 1996

1529, 1998

13
18
APPENDIX16
Appendix A

REVOCABLE PROXY --- CLASS A COMMON STOCK
AMERICAN MEDIA, INC.
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 13, 1996August 12, 1998

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard W. Pickert and Peter A. Nelson
as proxies each withwill full powers of substitution to act, as attorneys and
proxies for the undersigned, to vote all shares of Class A Common Stock of
American Media, Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders, to be held at The Ritz Carlton Hotel, 100 South Ocean
Boulevard, Manalapan, Florida, on Tuesday,Wednesday, August 13, 199612, 1998 at 9:30 a.m., local
time, and at any postponement or adjournment thereof, as stated on the reverse
side.

THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER WILL
BE VOTED AT THE ANNUAL MEETING AND AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF IN
ACCORDANCE WITH THE DIRECTIONS SPECIFIED HEREIN. IF NO DIRECTIONS ARE INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS LISTED
IN PROPOSAL 1 AND FOR RATIFICATION OF THE SELECTION OF THE INDEPENDENT PUBLIC
ACCOUNTANTS WHICH IS PROPOSAL 2, AND ON OTHER MATTERS PRESENTED FOR A VOTE, IN
ACCORDANCE WITH THE JUDGMENT OF THE PERSONS ACTING UNDER THIS PROXY. IN THE
EVENT ANY NOMINEE FOR ELECTION AS DIRECTOR BECOMES UNAVAILABLE TO SERVE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE BALANCE OF THOSE NAMED AND A
SUBSTITUTE SELECTED BY THE BOARD OF DIRECTORS.

Each stockholder giving a proxy has the power to revoke it any time
before it is voted, either in person at the Annual Meeting, by written notice to
the Secretary of American Media, Inc. or by delivery of a later-dated proxy.
Attendance at the Annual Meeting without further action will not automatically
revoke a proxy.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.

Please mark [x]
your votes as [X]
indicated in
this example

PROPOSAL 1 PROPOSAL 2
To elect as directors of American Media, Inc. all of the To ratify the selection of Arthur Andersen LLP
as independentall of the following nominees: Messrs. Anthony J. Bolland, MichaelBarry Baker, as independent public accountants for the fiscal
Anthony J. Bolland, Michael J. Boylan, year ending March 31, 1997.
J. Boylan, Iain Calder,29, 1999.
Peter J. Callahan, Roy F. Coppedge, III, Steven B. Dodge,
Gerald S. Hobbs, Maynard Rabinowitz,
Gerry M. Ritterman, Lucille S. Salhany
and Barry BakerRoger Wood (except as written contrary below).

FOR WITHHELD FOR ALL FOR AGAINST ABSTAIN

[ ] [ ] [ ] [ ] [ ]

FOR, except vote withheld from

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OTHER BUSINESS

In their judgment, the proxies are authorized to vote
upon such
- - -------------------------------------------------------- other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.
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Please sign exactly as your name appears on this card. When
signing as attorney-in-fact, personal or legal representative,
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executor, administrator, trustee or guardian, please give your
full title. When shares are held by joint tenants, both should
- - -------------------------------------------------------- sign.

Signature: Date:
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PLEASE MARK YOUR CHOICES LIKE THIS [X] IN BLACK OR
BLUE INK

PLEASE MARK YOUR CHOICES LIKECOMPLETE, DATE, SIGN, AND MAIL THIS [X]PROXY
PROMPTLY IN BLACK OR BLUE INK

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED ADDRESSED ENVELOPE

- - ------------------------------------------------------------------------------------------------------------------------------------THE ENCLOSED ADDRESSED ENVELOPE

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