As filed with the Securities and Exchange Commission on August 22,September 28, 2012

Registration No. 333-333-183477

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

American Media, Inc.

Co-registrants are listed on the following page

(Exact name of registrant as specified in its charter)

1000 American Media Way

Boca Raton, Florida 33464

(561) 997-7733

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Antonello, Vice President and General Counsel

American Media, Inc.

1000 American Media Way

Boca Raton, Florida 33464

(561) 997-7733

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Rosa A. Testani, Esq.

Akin, Gump, Strauss, Hauer & Feld LLP

One Bryant Park

New York, New York 10036

(212) 872-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

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.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    ¨

CALCULATION OF REGISTRATION FEE

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

The following subsidiaries of American Media, Inc. are guarantors of American Media, Inc.’s obligations under the 11.5% First Lien Senior Secured Notes due 2017 and are co-registrants under this registration statement.

The information in this prospectus is not complete and may be changed. We may not sell these securities or consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange these securities and it is not soliciting an offer to acquire or exchange these securities in any jurisdiction where the offer, sale or exchange is not permitted.

Subject to Completion, dated August 22,September 28, 2012

Prospectus

AMERICAN MEDIA, INC.

Exchange Offer for

$365,000,000

11.5% First Lien Senior Secured Notes due 2017

We are offering to exchange up to $365,000,000 of our 11.5% first lien senior secured notes due 2017 (the “exchange notes”), which will be registered under the Securities Act of 1933, as amended, for up to $365,000,000 of our outstanding 11.5% first lien senior secured notes due 2017 (the “original notes” and, together with the exchange notes, the “notes”). We are offering to exchange the exchange notes for the original notes to satisfy our obligations contained in the registration rights agreement that we entered into when the original notes were sold pursuant to Rule 144A and Regulation S under the Securities Act. The terms of the exchange notes are substantially identical to the terms of the original notes, except that the transfer restrictions, registrations rights and additional interest provisions relating to the original notes do not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be issued under and governed by the same indenture (the “indenture”). We will not receive any proceeds from the exchange offer.

There is no existing public market for the original notes or the exchange notes offered hereby. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.

The exchange offer will expire at 5:00 p.m., New York City time, on             , 2012, unless we extend the exchange offer in our sole discretion.

Broker-dealers receiving exchange notes in exchange for original notes acquired for their own account through market-making or other trading activities must acknowledge that they will deliver this prospectus in any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resale of the exchange notes received in exchange for the original notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 11 for a discussion of risks you should

consider prior to tendering your outstanding original notes for exchange.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2012.

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or solicitation of an offer to buy, to any person in any jurisdiction in which such an offer to sell or solicitation would be unlawful. You should assume that the information appearing in this prospectus is provided to you only as of the date on the front cover of this prospectus and we undertake no duty to update or supplement such information. Until                 , 2012 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

TABLE OF CONTENTS

American Media, Inc. is incorporated in the state of Delaware. Our principal executive offices are located at 1000 American Media Way, Boca Raton, FL 33464. Our telephone number is (561) 997-7733. Our web site ishttp://www.americanmediainc.com. Information contained on our website is expressly not incorporated by reference into this prospectus.

i

BASIS OF PRESENTATION

As used in this prospectus, unless otherwise specified or the context otherwise requires:

ii

INDUSTRY DATA AND CIRCULATION INFORMATION

Information contained in this prospectus concerning publishing industry data, circulation information, rankings, readership information (e.g., multiple readers per copy) and other industry and market information, including our general expectations concerning the publishing industry, are based on estimates prepared by us based on certain assumptions and our knowledge of the publishing industry as well as data from various third party sources. These sources include, but are not limited to, reports of the Audit Bureau of Circulation (the “ABC”), BPA Circulation Statements, Statement of Ownership figures filed with the U.S. Postal Service and Mediamark Research Inc. (“MRI”) syndicated research data. Our estimates, in particular as they relate to our general expectations concerning the publishing industry, involve risks and uncertainties and are subject to change based on various factors. See “Risk Factors” beginning on page 11 of this prospectus.

Unless otherwise indicated, all average circulation information for our publications is an average of actual single copy circulation and subscription copies for fiscal 2012. All references to “circulation” are to single copy newsstand sales and paid subscription circulation, unless otherwise specified. References to “verified non-paid subscriptions” are to non-paid subscription copies designated by publishers for readership in public places or intended for individual use by recipients who are likely to have a strong affinity for the content of the publication.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements should be read in conjunction with the cautionary statements and other important factors included in this prospectus under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” which include descriptions of important factors which could cause actual results to differ materially from those contained in the forward-looking statements. Our expectations, beliefs and projections are expressed in good faith, and we believe we have a reasonable basis to make these statements through our management’s examination of historical operating trends, data contained in our records and other data available from third parties, but there can be no assurance that our management’s expectations, beliefs or projections will occur or be achieved.

The discussions of our financial condition and results of operations may include various forward-looking statements about future costs and prices of commodities, production volumes, industry trends, demand for our products and services and projected results of operations. Statements contained in this prospectus that are not historical in nature are considered to be forward-looking statements. They include statements regarding expectations, hopes, beliefs, estimates, intentions or strategies regarding the future. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “look forward to” and similar expressions are intended to identify forward-looking statements.

The forward-looking statements set forth in this prospectus regarding, among other things, achievement of revenue, profitability and net income in future quarters, future prices and demand for our products and services, and estimated cash flows and sufficiency of cash flows to fund capital expenditures, reflect only our expectations regarding these matters. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the following:

iii

Additional risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written or oral forward-looking statements may be found under “Risk Factors” contained in this prospectus.

The foregoing factors and the other risk factors disclosed by us in this prospectus and elsewhere are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Additionally, there can be no assurance provided that future operating performance will be consistent with past performance of the Company. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.

The forward-looking statements contained in this prospectus are made only as of the date of this prospectus. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce any revisions to any of such statements to reflect future events or developments.

iv

RISK FACTORS

You should carefully consider the risks described below as well as the other information contained in this prospectus before deciding whether to participate in the exchange offer. The occurrence of any of the following risks could materially and adversely affect our business, financial condition, prospects, results of operations and cash flows, which in turn could adversely affect our ability to repay the notes. Further, the risks described below are not the only risks and uncertainties we face. There are other risks and uncertainties not presently known to us or that we currently deem immaterial that could also materially and adversely affect our business, financial condition, prospects, results of operations and cash flows. In the event any risks adversely affect our business, financial condition or results of operations, you may lose all or part of the money you paid to buy the notes.

Risks Related to the Exchange Notes and Exchange Offer

Our substantial indebtedness could adversely affect our businesses, financial condition and financial results and prevent us from fulfilling our debt service obligations.

We have a significant amount of indebtedness. At June 30, 2012, we had approximately $493.9 million of total indebtedness outstanding. In addition, at June 30, 2012, we had $16.0 million available under our revolving credit facility comprised of $11.6 million available for borrowing and $4.4 million in an outstanding letter of credit. Our substantial indebtedness and our use of cash flow from operations to make principal and interest payments on our indebtedness may, among other things:

Any of the foregoing matters could adversely affect our business, financial condition and financial results and, consequently, our ability to fulfill our debt service obligations.

Despite our high level of indebtedness, we and our subsidiaries still may incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the indentures governing our debt and our revolving credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.

If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we will face would increase. In addition, the indenture does not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness under the indenture.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to generate cash flow from operations to make principal and interest payments on our indebtedness will depend on our future performance, which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, including general economic conditions, the allocation of advertising expenditures by our advertisers among available media and the amount spent on advertising in general. In particular, we cannot estimate the impact the ongoing economic crisis will have on our business going forward. If our operations do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may need to borrow additional funds to make these payments or undertake alternative financing plans, such as refinancing or restructuring our indebtedness, disposing of assets or reducing or delaying capital investments and acquisitions. We cannot guarantee that such additional funds or alternative financing will be available on favorable terms, if at all. Our inability to generate sufficient cash flow from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations.

We cannot assure you that our business will generate sufficient cash flows from operations, that anticipated cost savings and operating improvements will be realized or that we can obtain alternative financing proceeds in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

We may be unable to repay or repurchase the notes at maturity.

At the maturity date, the entire principal amount of the notes, together with accrued and unpaid interest, will become due and payable. We may not have the ability to repay or refinance these obligations. If the maturity date occurs at a time when other arrangements prohibit us from repaying the notes, we would try to obtain waivers of such prohibitions from the lenders and holders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. If we could not obtain the waivers or refinance these borrowings, we would be unable to repay the notes.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The indenture, the second lien indenture and our revolving credit facility contain a number of covenants that limit the discretion of our management with respect to certain business matters and may impair our ability to respond to changing business and economic conditions. Among other things, the indenture, the second lien indenture and our revolving credit facility restrict our ability to:

In addition, our revolving credit facility contains a maximum first lien leverage ratio.

The notes are secured only to the extent of the value of the assets that have been granted as security for the notes and in the event that the security is enforced against the collateral, the holders of the notes will receive proceeds from the collateral only after obligations under our revolving credit facility have been paid in full.

If we default on the notes, the holders of the notes will be secured only to the extent of the value of the assets underlying their security interest. Furthermore, upon enforcement against any collateral or insolvency, under the terms of the Intercreditor Agreement, proceeds of such enforcement will first be used to pay obligations outstanding under our revolving credit facility in full (including post-petition interest, whether or not allowable in any bankruptcy case) prior to paying the notes. See “—The rights of holders of notes in the collateral may be adversely affected by the Intercreditor Agreement.”

The value of the note holders’ security interest in the collateral may not be sufficient to satisfy all our obligations under the notes.

The notes and the guarantees of the notes are secured on a first-priority basis by a lien on the assets that secure our obligations under our revolving credit facility, including accounts, chattel paper, instruments, letter of credit rights, documents, equipment, general intangibles, inventory, cash and deposit accounts, investment property, certain owned real property and proceeds of the foregoing, in each case, subject to certain permitted liens and certain excluded assets. See “Description of Notes—Security for the Notes.”

If we default on the notes, the holders of the notes will be secured only to the extent of the value of the assets underlying their security interest. Furthermore, upon enforcement against any collateral or insolvency, under the terms of the Intercreditor Agreement, proceeds of such enforcement will be used first to pay obligations outstanding under our revolving credit facility in full (including post-petition interest, whether or not allowable in any bankruptcy case) and second to pay the notes. To prevent foreclosure, we may be motivated to commence voluntary bankruptcy proceedings, or the holders of the notes and/or various other interested persons may be motivated to institute bankruptcy proceedings against us. The commencement of such bankruptcy proceedings would expose the holders of the notes to additional risks, including additional restrictions on exercising rights against collateral. See “—In the event of a future bankruptcy, the ability of the holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations.”

The indenture, the second lien indenture and our revolving credit facility allow us to incur additional obligations secured by liens in amounts that may be significant. Any additional indebtedness or obligations secured by a lien on the collateral securing the notes could adversely affect the relative position of the holders of the notes with respect to the collateral securing the notes.

The collateral may be subject to exceptions, defects, encumbrances, liens and other imperfections. Further, the value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral securing our obligations under our revolving credit facility will be sufficient to pay our obligations under the notes, in full or at all, after first satisfying our obligations in full under our revolving credit facility. There also can be no assurance that the collateral will be saleable, and, even if saleable, the timing of its liquidation would be uncertain.

In addition, we may not have liens perfected on all of the collateral securing the notes prior to the closing of this offering or, in some cases, such liens may not be perfected at all. To the extent certain security interests cannot be granted, filed and/or perfected on the closing date, a covenant in the indenture requires us to do or cause to be done all things that may be required under applicable law, or that the collateral trustees from time to time may reasonably request, to grant, preserve, protect and perfect the validity and priority of the security interest in the collateral. We cannot assure you that we will be able to perfect the security interests on a timely basis, and our failure to do so may result in a default under the indenture, the second lien indenture, our revolving credit facility and the security documents concerning the notes (the “first lien security documents”).

Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

With respect to some of the collateral, the collateral trustee’s security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing the collateral may, without the appropriate consents and filings, be limited.

Certain assets are excluded from the collateral.

Certain assets are excluded from the collateral securing the notes, as described under “Description of Notes—Security for the Notes,” including the following:

If an event of default occurs and the notes are accelerated, the notes will rank equally with the holders of all of our other unsubordinated and unsecured indebtedness and other liabilities with respect to such excluded assets. As a result, if the value of the security interest for the notes and the guarantees is less than the value of the claims of the holders of the notes, no assurance can be provided that the holders of the notes would receive any substantial recovery from the excluded assets.

The pledge of the capital stock or other securities of our subsidiaries that secure the notes will automatically be released from the lien on it and will no longer constitute collateral for so long as the pledge of such capital stock or such other securities would require the filing of separate financial statements with the SEC for such subsidiary.

The notes and the guarantees are secured by a pledge of the stock of some of our subsidiaries. Under the SEC regulations in effect as of the date of this prospectus, if the par value, book value as carried by us or market value (whichever is greatest) of the capital stock or other securities of a subsidiary pledged as part of the collateral for any class of securities registered or to be registered is greater than or equal to 20% of the aggregate principal amount of the notes then outstanding, such a subsidiary would be required to provide separate financial statements in filings with the SEC. Therefore, the indenture and the first lien security documents provide that any capital stock and other securities of any of our subsidiaries will be excluded from the collateral for the notes (but will remain collateral for our revolving credit facility) for so long as the pledge of such capital stock or other securities to secure the notes would cause such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X (as in effect from time to time).

As a result, holders of the notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries during such period. It may be more difficult, costly and time-consuming for holders of the notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary. See “Description of Notes—Security for the Notes.”

Rights of holders of notes in the collateral may be adversely affected by the failure to perfect liens on certain collateral acquired and other issues generally associated with the realization of security interests in the collateral in the future.

Applicable law requires that a security interest in certain tangible and intangible assets can only be perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing obligations under the notes from time to time owned by us or the guarantors may not be perfected if we or the collateral trustee have not taken the actions necessary to perfect any of those liens upon or prior to the issuance of the notes, including in respect of collateral of a type that perfection of a lien may only be obtained by possession or control by the revolver agent. The inability or failure of us or the first lien collateral trustee to promptly take all actions necessary to create properly perfected security interests in the collateral may result in the loss of the priority, or a defect in the perfection, of the security interest for the benefit of the holders of the notes to which they would have been otherwise entitled.

In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest or lien can only be perfected at the time such property and rights are acquired and identified. We and the guarantors will have limited obligations to perfect the security interests of the holders of the notes in specified collateral. There can be no assurance that the trustee or the collateral trustee will monitor, or that we or the guarantors will inform the trustee or the collateral trustee of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the lien on such after-acquired collateral. The first lien collateral trustee has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. Such failure may result in the loss of the practical benefits of the liens thereon or of the priority of the liens securing the notes.

The security interests of the first lien collateral trustee will be subject to practical challenges generally associated with the realization of security interests in the collateral. For example, the first lien collateral trustee may need to obtain the consent of a third party to obtain or enforce a security interest in an asset. We cannot assure you that the first lien collateral trustee will be able to obtain any such consent or that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. As a result, the first lien collateral trustee may not have the ability to foreclose upon those assets and the value of the collateral may therefore significantly decrease.

The collateral is subject to casualty risks.

The first lien security documents require us and our restricted subsidiaries to maintain adequate insurance or otherwise insure against risks to the extent customary with companies in the same or similar businesses operating in the same or similar locations as us. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. As a result, we cannot assure you that the insurance proceeds will compensate us fully for our losses. If there is a total or partial loss of any of the collateral securing the notes, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy our obligations, including the notes.

The collateral securing the notes may be diluted under certain circumstances.

The indenture, the second lien indenture and our revolving credit facility permit us, under certain circumstances, to issue additional senior secured indebtedness, including additional notes.

In addition, the indenture and the first lien security documents permit us and certain of our subsidiaries to incur additionalpari passu obligations, secured by the same security interests that secure the notes, up to a maximum threshold amount. These additionalpari passu obligations may be incurred by issuing additional notes under the indenture or the second lien indenture or issuing additional debt securities under one or more new indentures. Any additionalpari passu obligations secured by the collateral that will secure the notes would dilute the value of the note holders’ rights to the collateral.

The rights of holders of notes in the collateral may be adversely affected by the Intercreditor Agreement.

Under the terms of the Intercreditor Agreement, the liens securing the obligations under our revolving credit facility on assets of ours or the guarantors generally rank equally with the liens on such assets securing ours and the guarantors’ obligations under the notes and the guarantees. However, the Intercreditor Agreement provides that the obligations under our revolving credit facility will be paid prior to the obligations under the notes and guarantees in the event of any foreclosure or bankruptcy event.

Additionally, the Intercreditor Agreement generally permits each of the first lien collateral trustee, the revolver agent and the collateral agent for any other holders ofpari passu lien indebtedness to independently enforce their liens on the collateral (provided that distributions received on enforcement are applied as provided in the Intercreditor Agreement). It is possible that disputes may occur between the holders of the notes and lenders under our revolving credit facility or other secured parties as to the appropriate manner of pursuing enforcement remedies with respect to the collateral which may delay enforcement of the collateral, result in litigation and/or result in enforcement actions against the collateral that are not approved by the holders of the notes. See “Description of Notes—Security for the Notes.”

Federal and state fraudulent transfer laws may permit a court to void all or a portion of the obligations represented by the notes or the guarantees, subordinate claims in respect of the notes or the guarantees and require holders to return payments received and, if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to all or a portion of the obligations represented by the notes or the incurrence of any guarantees of the notes, including the guarantee by the guarantors entered into upon issuance of the guarantees (if any) that may be entered into thereafter under the terms of the indenture. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, all of or a portion of the obligations represented by the notes or the guarantees could be voided as a fraudulent transfer or conveyance if (1) we incurred the notes or any of the guarantors incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors received less than reasonably equivalent value or fair consideration in return for incurring the notes or the guarantees, as applicable, and, in the case of (2) only, one of the following is also true at the time thereof:

A court would likely find that AMI or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or a guarantee, as applicable, if the applicable entity did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied.

We cannot be certain as to the standards a court would use to determine whether or not AMI or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the notes or the guarantees would not be subordinated to any of the Company’s or the guarantors’ other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee, as applicable, or further subordinate the notes or such guarantee, as applicable, to presently existing and future indebtedness of the Company or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee, as applicable. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to the Company’s and its guarantor subsidiaries’ other debt that could result in acceleration of such debt.

Although each guarantee entered into by a subsidiary will contain a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

The value of the collateral securing the notes may not be sufficient to entitle holders to payment of post-petition interest.

In the event of a future bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us following, holders of the notes will only be entitled to post-petition interest under the Bankruptcy Code to the extent that the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the notes that have a security interest in collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the Bankruptcy Code. The bankruptcy trustee, the debtor-in-possession or competing creditors could possibly assert that the fair market value of the collateral with respect to the notes on the date of the bankruptcy filing was less than the then-current principal amount of the notes and other obligations secured by that collateral. Upon a finding by a bankruptcy court that the notes and other obligations are under-collateralized, the claims in the bankruptcy proceeding with respect to the notes and other obligations would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under collateralization would be, among other things, a lack of entitlement on the part of holders of notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the notes to receive other “adequate protection” under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest were made at the time of such a finding of under collateralization, such payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the notes. We cannot assure you that the value of the noteholders’ interest in the collateral securing the notes equals or exceeds the principal amount of the notes.

There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and the related guarantees will be released automatically, without your consent or the consent of the first lien collateral agent.

Under various circumstances, all or a portion of the collateral may be released, including:

In addition, the guarantee of a subsidiary guarantor will be released in connection with a sale of such subsidiary guarantor in a transaction not prohibited by the indenture.

The indenture permits us to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If we designate a subsidiary guarantor as an unrestricted subsidiary, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture but not under our revolving credit facility. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. See “Description of Notes—Security for the Notes—Release of collateral.”

Any future grant of a lien on the collateral might be avoidable in bankruptcy.

Any future grant of a lien on the collateral in favor of the trustee and the first lien collateral trustee, including pursuant to security documents delivered after the date of the indenture, might be avoidable by the person granting such lien (as debtor-in-possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including if the person granting such lien is insolvent at the time the lien is granted, the lien permits the holders of the notes to receive a greater recovery than if the lien had not been given and a bankruptcy proceeding in respect of the person granting such lien is commenced within 90 days following the date the lien was granted, or, in certain circumstances, a longer period.

In the event of a future bankruptcy, the ability of the holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

The ability of holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of a bankruptcy. Under applicable U.S. federal bankruptcy laws, secured creditors are prohibited from, among other things, repossessing their security from a debtor in a bankruptcy case without bankruptcy court approval and may be prohibited from retaining security repossessed by such creditor without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to retain collateral, including cash collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.”

The secured creditor is entitled to “adequate protection” to protect the value of the secured creditor’s interest in the collateral as of the commencement of the bankruptcy case but the adequate protection actually provided to a secured creditor may vary according to the circumstances. Adequate protection may include cash payments or the granting of additional security if and at such times as the court, in its discretion and at the request of such creditor, determines after notice and a hearing that the collateral has diminished in value as a result of the imposition of the automatic stay of repossession of such collateral or the debtor’s use, sale or lease of such collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a U.S. bankruptcy court, we cannot predict whether or when the trustee and collateral trustees under the indenture could foreclose upon or sell the collateral or whether or to what extent holders of notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.”

Moreover, the trustee and collateral trustee under the indenture may need to evaluate the impact of the potential liabilities before determining to foreclose on collateral consisting of real property, if any, because secured creditors that hold a security interest in real property may be held liable under environmental laws for the costs of remediating or preventing the release or threatened releases of hazardous substances at such real property. Consequently, the first lien collateral trustee may decline to foreclose on such collateral or exercise remedies available in respect thereof if it does not receive indemnification to its satisfaction from the holders of the notes.

We may not be able to purchase the notes upon a change of control.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at a purchase price of 101% of their principal amount plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our revolving credit facility will not allow such repurchase. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our revolving credit facility. Our failure to repurchase the notes upon a change of control would cause a default under the indenture and a cross-default under our revolving credit facility and the second lien indenture. Our revolving credit facility also provides that a change of control is a default that permits lenders to accelerate the maturity of borrowings thereunder. The lenders under our revolving credit facility will have the right to require repayment in full of all outstanding borrowings under our revolving credit facility prior to any repurchase of the notes. We will not, therefore, be able to effect a repurchase of the notes upon a change of control event unless we repay all of the outstanding borrowings under our revolving credit facility or obtain the consent of the lenders thereunder. Any of our future debt agreements may contain similar provisions.

You may be adversely affected if you fail to exchange the original notes.

We will only issue exchange notes in exchange for original notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the original notes and you should carefully follow the instructions on how to tender your original notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the original notes. If you are eligible to participate in this exchange offer and do not tender your original notes or if we do not accept your original notes because you did not tender your original notes properly, then, after we consummate this exchange offer, you will continue to hold original notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the original notes. In addition:

We have agreed that, for a period of 180 days after this exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resales of the exchange notes.

After this exchange offer is consummated, if you continue to hold any original notes, you may have difficulty selling them because there will be fewer original notes outstanding.

There currently exists no market for the exchange notes. If an active trading market does not develop for the exchange notes you may not be able to resell them.

The exchange notes are new issues of securities of the same class as the original notes for which there is no established trading market. We cannot assure you that an active trading market will develop for the exchange notes. If no active trading market develops, you may not be able to resell your exchange notes at their fair market value or at all. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. We have been informed by the initial purchasers that they intend to make a market in the notes. However, the initial purchasers are not obligated to do so and may discontinue any market-making activities with respect to the notes at any time. The liquidity of any market for notes will depend upon various factors, including:

Accordingly, we cannot assure you that a market or liquidity will develop for the notes. Historically, the markets for non-investment grade indebtedness have been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market for the notes, if any, will not be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the notes. In addition, if a large number of original notes are not tendered or are tendered improperly, the limited number of exchange notes that would be issued and outstanding after we consummate the exchange offer would reduce liquidity and could lower the market price of the exchange notes. We do not intend to apply to list the notes on any securities exchange.

Risks Related To Our Business

Our substantial debt could impair our ability to operate and expose us to certain risks.

Our future performance could be affected by our substantial amount of debt. As of June 30, 2012, our total principal amount of outstanding debt was approximately $493.9 million, consisting of $365.0 million principal amount of debt under the original notes, $104.9 million principal amount of debt under the second lien notes and $24.0 million amount of debt under the revolving credit agreement. Our total consolidated interest expense was $58.4 million for fiscal 2012 and $14.6 million for the first quarter of fiscal 2013. In addition, the revolving credit agreement, the indenture and the second lien indenture contain certain covenants that, subject to certain exceptions, restrict us from paying dividends, incurring additional debt, creating liens, entering into certain mergers or consolidations, making acquisitions or other investments and selling or otherwise disposing of assets.

Our high level of debt could have important consequences for our business and operations, including the following:

Under the revolving credit agreement, we have to comply with a maximum first lien leverage ratio. Our ability to satisfy this ratio is dependent on our business performing in accordance with our projections. If the performance of our business deviates from our projections, we may not be able to satisfy this ratio. If we do not comply with this or other covenants and restrictions, we would be in default under our revolving credit agreement unless we obtained a waiver from the required lenders thereunder. Our outstanding debt under our revolving credit agreement, together with accrued interest, could then be declared immediately due and payable and commitments thereunder could be terminated. Our ability to comply with such provisions may be affected by events beyond our control. Moreover, the instruments governing almost all our other debt contain cross-acceleration provisions so that acceleration under any of our debt may result in a default under our other debt instruments. If a cross-acceleration occurs, the maturity of almost all our debt could be accelerated and become immediately due and payable. If that happens, we would not be able to satisfy our debt obligations, which would have a substantial adverse effect on our ability to continue as a going concern.

Obligations under our revolving credit agreement are secured by liens on substantially all our assets and the assets of certain domestic subsidiaries. In addition, our obligations under our revolving credit agreement are secured by a pledge of all the issued and outstanding shares of, or other equity interests in, certain of our existing or subsequently acquired or organized domestic subsidiaries and a percentage of the capital stock of, or other equity interests in, certain of our existing or subsequently acquired or organized foreign subsidiaries. If we, or one of our restricted subsidiaries, should be declared bankrupt or insolvent, or if we otherwise default under our revolving credit agreement, the lenders could declare all the funds borrowed thereunder, together with accrued interest, immediately due and payable and commitments thereunder could be terminated. If we were unable to repay such debt, the lenders could foreclose on the pledged stock of our subsidiaries and on the assets in which they have been granted a security interest.

Future acquisitions, partnerships, publishing services agreements and joint ventures may require significant resources and/or result in significant unanticipated losses, costs or liabilities.

In the future, we may seek to grow the Company and its businesses by making acquisitions or entering into partnerships, publishing services agreements or joint ventures. Any future acquisition, partnership, publishing service agreement or joint venture may require that we make significant cash investments, issue stock or incur substantial debt. In addition, acquisitions, partnerships, publishing services agreements or investments may require significant managerial attention, which may be diverted from our other operations. These capital, equity and managerial commitments may impair the operation of our businesses. Furthermore, any future acquisitions of businesses or facilities could entail a number of additional risks, including:

Such acquisitions and investments may require additional funding which may be provided in the form of additional debt, equity financing or a combination thereof. We cannot assure that any such additional financing will be available to us on acceptable terms, or at all, or that we will be permitted under the terms of the revolving credit agreement (or any replacement thereof) or under the terms of our Indentures to obtain such financing for such purpose.

We have incurred indebtedness to finance past acquisitions. We may finance future acquisitions with additional indebtedness, subject to limits in our debt agreements. As a result, we could face the financial risks associated with incurring additional indebtedness such as reducing our liquidity and access to financing markets and increasing the amount of cash flow required to service such indebtedness.

Our performance could be adversely affected if we lose our key personnel.

We believe that our success is largely dependent on the abilities and experience of our senior management team. The loss of the services of one or more of these senior executives could adversely affect our ability to effectively manage our overall operations or successfully execute current or future business strategies. We do not maintain key man life insurance on the lives of our senior management. We have entered into employment contracts with our senior management team, all of which contain non-compete provisions. While we believe that we could find replacements for these key personnel, the loss of their services could have a significant adverse effect on our operations.

If we fail to implement our business strategy, our business will be adversely affected.

Our future financial performance and success are dependent in large part upon our ability to successfully implement our business strategy. We may not be able to successfully implement our business strategy or improve our operating results. In particular, we may not be able to increase circulation of our publications, obtain new sources of advertising revenues, generate additional revenues by building on the brand names of our publications, attract new clients for DSI or raise the cover prices of our publications without causing a decline in circulation. Furthermore, any growth through acquisitions and investments will be dependent upon identifying suitable acquisition or investment candidates and successfully consummating such transactions and integrating the acquired operations at reasonable costs. We may not successfully integrate any acquired businesses or publishing services client and may not be able to achieve anticipated revenue and cost benefits.

Any failure to successfully implement our business strategy may adversely affect our ability to service our indebtedness, including our ability to make principal and interest payments on the debt. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

The global financial crisis and economic downturn could continue to negatively impact our liquidity, results of operations and financial condition, as well as our ability to accurately forecast our results, and it may cause a number of the risks that we currently face to increase in likelihood, magnitude and duration.

The current financial crisis and economic downturn continues to negatively impact economic activity globally. Our operations and performance depend significantly on worldwide economic conditions. Our customers continue to delay and reduce their expenditures in response to deteriorating macroeconomic and industry conditions and uncertainty, which has had a significant negative impact on the demand for our products and therefore the cash flows of our business, and could continue to have a negative impact on our liquidity and capital resources. In addition, our revenues from advertising are still negatively impacted as customer advertising budgets have continued to be scaled back. Management expects to continue facing challenges resulting from the downturn in economic conditions.

A number of risks that we ordinarily face may increase in likelihood, magnitude and duration. These risks include potential deterioration of our customers’ ability to pay; losses or impairment charges; reduced revenue; further deterioration in our cash balances; an inability to access the capital markets; a further reduction in the amount of money that advertisers have available to spend for advertising in our products, increases in fuel prices, which affect our freight costs; increases in postage rates; unfavorable regulations; and our continued ability to achieve cost savings. We expect to continue facing challenges resulting from the downturn in economic conditions.

Our business is affected by factors that impact consumer spending habits or patterns.

Most of our products involve discretionary spending on the part of consumers. Consumer spending is influenced by general economic conditions and the availability of discretionary income. This makes our products sensitive to general economic conditions and economic cycles and trends in advertising placements and we have experienced reduced demand for, and decreased advertising in, our products in the current recessionary environment. Certain economic conditions such as regional or international economic downturns, including periods of increased inflation, unemployment levels, tax rates, interest rates, gasoline and other energy prices or declining consumer confidence negatively impact consumer spending. Reduced consumer spending or a shift in consumer spending patterns will likely result in reduced demand for our products and may also require increased selling and promotional expenses. A reduction or shift in domestic or international consumer spending habits or patterns could negatively impact our business, results of operations and financial condition.

General economic trends, as well as trends in advertising spending and competition, along with declines in single copy circulation, may reduce our advertising and circulation revenues which represent the vast majority of our revenues.

Our advertising and circulation revenues, which accounted for 92% of our total operating revenues in fiscal 2012, are subject to the risks arising from adverse changes in domestic and global market conditions (e.g. recessionary environments or increases in fuel prices and interest rates) and possible shifting of advertising spending from print to Internet or other media or decreases in advertising budgets. Extraordinary weather conditions, such as hurricanes and the tornado outbreaks, can impact newsstand sales, advertising revenues and other revenues, such as distribution. Any adverse impact of economic conditions on our business may result in reductions in advertising and circulation revenue.

Our circulation revenues are subject to the risks arising from our ability to institute price increases for our print products and are affected by competition from other publications and other forms of media available in our various markets, changing consumer lifestyles resulting in decreasing amounts of free time, declining frequency of regular magazine buying among young people and increasing costs of circulation acquisition.

We believe that the principal factors contributing to the declines in our single copy circulation include: (1) the current economic slowdown; (2) increased competition from other publications and forms of media, such as certain newspapers, television and radio programs and websites concentrating on celebrity news; (3) a general industry-wide decline in single copy circulation of individual publications due to an increasing number of publications in the industry; and (4) diminished service levels from wholesalers who distribute our magazines to retailers and fill the pockets at checkout counters as a result of consolidation among wholesalers and their related efforts to cut expenses.

Historically, we have been able to offset some of the declines in single copy circulation, in part, through increases in cover prices and cost reductions. We may not be able to increase cover prices without decreasing circulation, or be able to take other measures, such as increasing advertising revenue rates or pages, and reducing print orders of our titles to offset such circulation declines, or that the single copy circulation declines described above will be reversed. Continued declines in circulation could have a material adverse effect on our business, results of operations and financial condition.

We face significant competition from other publications and other forms of media, such as television, radio and digital concentrating on celebrity news and health and fitness, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position

We compete in varying degrees with other publications sold at retailers’ checkout counters, as well as forms of media concentrating on celebrity news, such as certain tabloids, magazines, digital and television and radio programs. We believe that historical declines in single copy circulation have resulted, in part, from increased competition from publications and other forms of media. Competition for circulation is largely based upon the content of the publication, its placement in retail outlets and its price. Competition for advertising revenues is largely based upon circulation levels, readership, demographics, price and results. Certain of our competitors have substantially larger operating staffs, greater capital resources and greater revenues from their publications. In this respect, we may be at a competitive disadvantage with such entities. We believe that currently our most significant direct competitors in the print media are Time Warner Inc. (which publishesPeople, People’s Country, In Style andEntertainment Weekly), Wenner Media, Inc. (which publishesUS Weeklyand Men’s Journal), Rodale, Inc. (which publishesMen’s Health andWomen’s Health), Bauer Publishing (which publishesIn Touch andLife &Style) and Condé Nast Publications, Inc. (which publishesSelf). As use of the Internet and new on-line ventures focusing on celebrity news has increased, we have faced additional competition.

Increased competition may result in less demand for our products and services which may have a material adverse effect on our business, results of operations and financial condition.

Our business and results of operations may be adversely affected by increases in fuel costs and increases in the price of paper or postage.

Many aspects of our business have been directly affected by increases in the cost of fuel. Increased fuel costs have translated into increased costs for the products and services we receive from our third-party suppliers, including, but not limited to, increased production and distribution costs for our products. In particular, paper and postage represent significant components of our total cost to produce and distribute our printed products.products and represented approximately 16% and 8%, respectively, of our total operating expenses for the first fiscal quarter of fiscal 2013 and fiscal 2012. Paper is a commodity and its price has been subject to significant volatility.volatility due to supply and demand in the marketplace as well as volatility in the raw material and other costs incurred by our paper suppliers. We have not entered into a long-term supply agreement with our paper suppliers and they may raise their prices for paper from time to time. Furthermore, because the United States Postal Service and Canada Post Corporation distribute substantially all our subscription publications and many of our marketing materials, increases in the cost of postage to mail our subscription publications may have an adverse effect on our business. We cannot predict with certainty the magnitude of future price changes in paper and postage or how increases in fuel costs will affect our third-party suppliers and the rates they charge us. If fuel, paper or postage prices increase, and we cannot pass these costs on to our customers, such increases may have a material adverse effect on our business, results of operations and financial condition.

Our business may be adversely affected if we lose one or more of our vendors.

A loss of one or more of our vendors related to production or circulation or a disruption in one of those vendors’ businesses or a failure by one of them to meet our production or circulation needs on a timely basis could cause temporary shortages in needed materials or services which could have a material adverse effect on our business, results of operations and financial condition.

Terrorist attacks and other acts of violence or war may affect the financial markets and our business, results of operations and financial condition.

Terrorist attacks may negatively affect our operations and financial condition. There can be no assurance that there will not be further terrorist attacks against the United States or U.S. businesses. These attacks or armed conflicts may directly impact our physical facilities or those of our retailers and customers. These events could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and world financial markets and economy. They could result in an economic recession in the United States or abroad. Any of these occurrences could have a material adverse impact on our business, results of operations and financial condition.

Pending and future litigation or regulatory proceedings could materially affect our operations.

Since the focus of some of our publications often involves celebrities or controversial subjects and because of our news gathering techniques, the risk of defamation or invasion of privacy litigation or the filing of criminal charges exists. While we have not historically experienced any difficulty obtaining insurance coverage, we cannot assure that we will be able to do so in the future at rates acceptable to us, or at all. There are currently no such claims pending that we believe would have a material adverse effect on our operations. Any pending or future litigation or regulatory proceeding, if adversely determined, could have a material adverse effect on our business, results of operations and financial condition.

If our goodwill or other identifiable intangible assets become impaired, we may be required to record a significant charge to earnings.

As of June 30, 2012, the net book value of our goodwill and other intangible assets was approximately $519.1 million. Accounting rules require us to record a charge against our earnings to the extent that any of these assets are impaired. Accordingly, impairment of our goodwill, trade names, subscriber lists or the impairment of other intangible assets due to litigation, obsolescence, competitive factors or other reasons could result in a material adverse effect on our results of operations.

Some provisions of Delaware law and our amended and restated certificate of incorporation, as well as our stockholders’ agreement, may deter third parties from acquiring us.

Provisions contained in our amended and restated certificate of incorporation and the laws of Delaware, the state in which we are incorporated, as well as our stockholders’ agreement, could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. Provisions of our amended and restated certificate of incorporation and stockholders’ agreement impose various procedural and other requirements, which could make it more difficult for stockholders to effect certain corporate actions. These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and cause us to take other corporate actions that our stockholders desire.

If we do not maintain an effective system of internal and disclosure controls over financial reporting our operating results and reputation would be harmed.

Effective internal and disclosure controls are necessary for us to provide reliable financial reports, effectively prevent fraud and operate successfully. If we cannot provide reliable financial reports or prevent fraud, our operating results and reputation would be harmed. As part of our ongoing monitoring, we may discover material weaknesses or significant deficiencies in our internal control over financial reporting that require remediation.

We cannot assure that internal or disclosure control deficiencies would be identified in the future. Any failure to maintain effective controls or timely effect any necessary improvement of our internal and disclosure controls could, among other things, result in losses from fraud or error, cause us not to satisfy our reporting obligations, cause investors to lose confidence in our reported financial information or harm our reputation, all of which could have a material adverse effect on our business, results of operations and financial condition.

We may suffer credit losses that could adversely affect our results of operations.

We extend unsecured credit to most of our customers. We recognize that extending credit and setting appropriate reserves for receivables is largely a subjective decision based on knowledge of the customer and the industry. Credit exposure also includes the amount of estimated unbilled sales. The level of credit is influenced by the customer’s credit history with us and other available information, including industry-specific data.

We maintain a reserve account for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to pay, additional allowances might be required, which could have a material adverse effect on our business, results of operations and financial condition.

Our single copy revenues consist of copies sold primarily to three wholesalers and the loss of any of these wholesalers could materially adversely affect our business and results of operations.

As of June 30, 2012, single copy revenues consisted of copies distributed to retailers primarily by three major wholesalers. In the first fiscal quarter of fiscal 2013 and in fiscal 2012, two wholesalers eachThe News Group accounted for greater than 10%approximately 25% and 23%, respectively, of our total operating revenue and in the aggregateSource Interlink Companies accounted for approximately 35%13% and 12%, respectively, of our total operating revenue. We have multi-year service arrangements with theseour wholesalers, which provide incentives to maintain certain levels of service. When these arrangements expire, we may not be able to renew them with the wholesalers on favorable terms, extend the terms of these arrangements or extend theirour relationship with usthe wholesalers at all. Our operating results could be materially affected by disruption of the distribution of our magazines through the wholesalers.

Employee benefit costs are increasing significantly.

Health insurance costs have increased significantly faster than inflation on an annual basis during the past few years. We also anticipate that in coming years, the cost of health care will continue to escalate, causing an increase to our expenses and employee contributions.

If we are unable to protect our intellectual property, the value of our intangible assets may be diminished, and our competitive position and business may be adversely affected.

Our success depends in part upon our ability to protect our intellectual property, consisting primarily of trade secrets, trademarks and copyrights. To protect our intellectual property, we control access to our proprietary technology and other confidential information through a combination of confidentiality and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright and other protection laws, to protect our proprietary rights.

Other parties may infringe on our intellectual property rights and may thereby dilute the value of our brands in the marketplace. Brand dilution or the introduction of competitive brands could cause confusion in the marketplace and adversely affect the value that consumers associate with our brands, and thereby negatively impact our sales. Any such infringement of our intellectual property rights would also likely result in a commitment of our time and resources, financial or otherwise, to protect these rights through litigation or other means. In addition, third parties may assert claims against our intellectual property rights and we may not be able to successfully resolve those claims causing us to lose our ability to use our intellectual property that is the subject of those claims. Such loss could have a material adverse effect on our business, financial condition and results from operations. Furthermore, from time-to-time, we may be involved in litigation in which we are enforcing or defending our intellectual property rights which could require us to incur substantial fees and expenses and have a material adverse effect on our business, financial condition and results from operations.

Our financial statements are subject to changes in accounting standards that could adversely impact our profitability or financial position.

Our financial statements are subject to the application of accounting principles generally accepted in the United States of America (“US GAAP”), which are periodically revised and/or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board. The impact of accounting pronouncements that have been issued but not yet implemented is disclosed in our annual and quarterly reports. An assessment of proposed standards is not provided, as such proposals are subject to change through the exposure process and, therefore, their effects on our financial statements cannot be meaningfully assessed. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse effect on the reported results of operations and financial position.

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes, we will receive an equal principal amount of the original notes. We will cancel all of the original notes that are tendered and accepted for exchange. Accordingly, no additional debt will result from the exchange offer. We have agreed to bear all expenses of the exchange offer.

The net proceeds from the offering of the original notes, together with the net proceeds from the offering of the second lien notes, borrowing under the revolving credit facility, cash on hand and other sources were used to finance the Company in connection with its emergence from bankruptcy and pay related fees and expenses. See “Prospectus Summary – The Company – 2010 Restructuring.”

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges, or the deficiency of earnings available to cover fixed charges, as appropriate, for each of the periods indicated.

The ratio of earnings to fixed charges is determined by dividing earnings by fixed charges. Earnings consists of income (loss) before income taxes plus fixed charges. Fixed charges consists of interest expense plus amortization of debt issuance costs.

For the fiscal quarters ended June 30, 2012 and 2011, and for the 2009 and 2008 fiscal years, earnings were insufficient to cover fixed charges by $2.2 million, $1.0 million, $216.7 million and $57.9 million, respectively.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2012. The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the consolidated financial statements, as well as the related notes, included elsewhere in this prospectus. The table below does not include a redeemable financial instrument of $6.4 million.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected financial data presented below as of and for the three months ended June 30, 2012 and 2011 is derived from our unaudited condensed consolidated financial statements. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period. The selected financial data presented below as of and for fiscal years ended March 31, 2008 through 2012 is derived from our audited financial statements.

The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited and unaudited consolidated financial statements of AMI, as well as the related notes, included elsewhere in this prospectus.

(4)	Other expense in the fiscal quarter ended June 30, 2011, and in fiscal 2012 and 2011 was related to a loss on an investment. Other income in fiscal 2009 and 2008 was primarily related to interest income.

THE EXCHANGE OFFER

Purpose and Effect of this Exchange Offer

In connection with the issuance of the original notes, the issuer and the guarantors of the original notes entered into the registration rights agreement with the initial purchasers of the original notes. Under that agreement, we agreed to use commercially reasonable efforts to file a registration statement related to the exchange of original notes for exchange notes with the SEC, to cause the registration statement to become effective under the Securities Act, to have the registration statement remain effective until 180 days after the last exchange date and to consummate the exchange offer by no later than 450 days after December 1, 2010, which was the issue date of the original notes (the “Issue Date”).

The registration statement of which this prospectus forms a part was filed in compliance with the obligations under the registration rights agreement. The exchange notes will have terms substantially identical to the original notes except the exchange notes will not contain terms with respect to transfer restrictions and registration rights and we will not be obligated to pay additional interest as described in the registration rights agreement.

Under the circumstances set forth below, we are required to use our commercially reasonable efforts to file a shelf registration statement and cause the SEC to declare the shelf registration statement to be effective. These circumstances include:

Each holder of original notes that wishes to exchange such original notes for transferable exchange notes in this exchange offer will be required to make the following representations:

Resale of Exchange Notes

Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued under this exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by any holder of exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

Any holder who tenders in this exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the original notes as a result of market-making activities or other trading activities may participate in this exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The original notes may not be sold under state securities laws unless the shares have been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirement is available. Except as required by the registration rights agreement, we do not intend to register resales of the original notes under the Securities Act. Please read the section captioned “Plan of Distribution” for more details regarding these procedures for the transfer of exchange notes.

Terms of this Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any original notes properly tendered and not withdrawn prior to the expiration time. We will issue a like principal amount of exchange notes in exchange for the principal amount of original notes surrendered under this exchange offer.

The form and terms of the exchange notes will be substantially identical to the form and terms of the original notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and we will not be obligated to pay additional interest as described in the registration rights agreement. The exchange notes will evidence the same debt as the original notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the original notes. Consequently, the original notes and the exchange notes will be treated as a single class of debt securities under the Indenture.

This exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered for exchange.

As of the date of this prospectus, $365.0 million aggregate principal amount of the original notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of original notes. There will be no fixed record date for determining registered holders of original notes entitled to participate in this exchange offer.

We intend to conduct this exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Original notes that are not tendered for exchange in this exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the applicable indenture relating to the original notes.

We will be deemed to have accepted for exchange properly tendered original notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to such holders.

Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “—Certain Conditions to this Exchange Offer.”

Holders who tender original notes in this exchange offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with this exchange offer. It is important that you read the section labeled “—Fees and Expenses” below for more details regarding fees and expenses incurred in this exchange offer.

Expiration Time; Extensions; Amendments

This exchange offer will expire at 5:00 p.m., New York City time on,              2012, unless in our sole discretion, we extend it. The exchange notes issued pursuant to this exchange offer will be delivered promptly following the expiration time to the holders who validly tender their original notes.

In order to extend this exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify in writing or by public announcement the registered holders of original notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration time.

We reserve the right, in our sole discretion:

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice or public announcement thereof to the registered holders of original notes. If we amend this exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of original notes of such amendment and will extend this exchange offer to the extent required by law, if necessary. Generally, we must keepin the event of a material change in this exchange offer, openincluding the waiver of a material condition, we will extend this exchange offer for at least five business days after afrom the date that notice of such material change.change is first published, sent or given by us to holders of the original notes. Pursuant to Rule 14e-1(b) under the Exchange Act, if we increase or decrease the percentage of original notes being sought, we will extend this exchange offer for at least ten business days from the date that notice of such increase or decrease is first published, sent or given by us to holders of the original notes. We currently do not intend to decrease the percentage of original notes being sought.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of this exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Certain Conditions to this Exchange Offer

Despite any other term of this exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any original notes, and we may terminate this exchange offer as provided in this prospectus before accepting any original notes for exchange if in our reasonable judgment:

In addition, we will not be obligated to accept for exchange the original notes of any holder that prior to the expiration of the exchange offer has not made:

We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration time of the exchange offer, to extend the period of time during which this exchange offer is open. Consequently, we may delay acceptance of any original notes by giving oral or written notice of such extension of the expiration time to the registered holders of the original notes in accordance with the notice procedures described in the following paragraph. During any such extensions, all original notes previously tendered will remain subject to this exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any original notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of this exchange offer.

We expressly reserve the right to amend or terminate this exchange offer on or prior to the scheduled expiration time of the exchange offer, and to reject for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of this exchange offer specified above. We will give oral or written notice or public announcement of any extension, amendment, non-acceptance or termination to the registered holders of the original notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration time.

These conditions are for our sole benefit and we may, in our sole discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any time or at various times except that all conditions to this exchange offer, other than those described in the first sentence of this section, must be satisfied or waived by us at or before the expiration of this exchange offer. If we waive any of these conditions to the exchange offer, we expect that such waiver will apply equally to all holders of the original notes tendered in the exchange offer. If we fail to exercise any of the foregoing rights, that failure in itself will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times except that all conditions to this exchange offer, other than those described in the first sentence of this section, must be satisfied or waived by us at or before the expiration of this exchange offer. There are no dissenters’ rights of appraisal applicable to this exchange offer.

In addition, we will not accept for exchange any original notes tendered, and will not issue exchange notes in exchange for any such original notes, if at such time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus forms a part or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering

Only a holder of original notes may tender such original notes in this exchange offer. To tender in this exchange offer, a holder must:

In addition, either:

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “—Exchange Agent” prior to the expiration time.

The tender by a holder that is not withdrawn prior to the expiration time will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of original notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration time. Holders should not send us the letter of transmittal or original notes. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners’ behalf. If such beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its original notes, either:

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the original notes tendered pursuant thereto are tendered:

If the letter of transmittal is signed by a person other than the registered holder of any original notes listed on the original notes, such original notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the original notes and an eligible institution must guarantee the signature on the bond power.

If the letter of transmittal or any original notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of this exchange offer electronically. They may do so by causing DTC to transfer the original notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered original notes and withdrawal of tendered original notes. Our determination will be final and binding. We reserve the absolute right to reject any original notes not properly tendered or any original notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular original notes. Our interpretation of the terms and conditions of this exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of original notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of original notes will not be deemed made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration time.

In all cases, we will issue exchange notes for original notes that we have accepted for exchange under this exchange offer only after the exchange agent timely receives:

By signing the letter of transmittal, each tendering holder of original notes will represent that, among other things:

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the original notes at DTC for purposes of this exchange offer promptly after the date of this prospectus; and any financial institution participating in DTC’s system may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Holders of original notes who are unable to deliver confirmation of the book-entry tender of their original notes into the exchange agent’s account at DTC or all other documents of transmittal to the exchange agent on or prior to the expiration time must tender their original notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

Holders wishing to tender their original notes but whose original notes are not immediately available or who cannot deliver their original notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration time may tender if:

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their original notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of original notes may withdraw their tenders at any time prior to the expiration time.

For a withdrawal to be effective:

Any such notice of withdrawal must:

If certificates for original notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit:

If original notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any original notes so withdrawn not to have been validly tendered for exchange for purposes of this exchange offer. Any original notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder (or, in the case of

original notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, such original notes will be credited to an account maintained with DTC for original notes) as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer. Properly withdrawn original notes may be retendered by following one of the procedures described under “—Procedures for Tendering” above at any time on or prior to the expiration time.

Exchange Agent

Wilmington Trust, National Association has been appointed as exchange agent for this exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows:

By Mail, Hand or Overnight Delivery:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Corporate Capital Markets

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1626

By Facsimile:

(302) 636-4139

For Information or Confirmation by Telephone:

Sam Hamed

(302) 636-6181

Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of such letter of transmittal.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with this exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of this exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

Our expenses in connection with this exchange offer include:

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of original notes under this exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their original notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that original notes not tendered or not accepted in this exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

Holders of original notes who do not exchange their original notes for exchange notes under this exchange offer will remain subject to the restrictions on transfer of such original notes:

In general, you may not offer or sell the original notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the original notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in this exchange offer. Any holder who tenders in this exchange offer for the purpose of participating in a distribution of the exchange notes:

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the original notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with this exchange offer. The costs associated in connection with this exchange offer will be expensed as incurred.

Other

Participation in this exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered original notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any original notes that are not tendered in this exchange offer or to file a registration statement to permit resales of any untendered original notes.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis includes historical and certain forward-looking information that should be read together with the accompanying audited and unaudited consolidated financial statements, related footnotes, and the discussion of certain risks and uncertainties, contained herein, that could cause future operating results to differ materially from historical results or from the expected results indicated by forward-looking statements but not limited to those described under “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Information.”

ORGANIZATION OF INFORMATION

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) was prepared to provide the reader with a view and perspective of our business through the eyes of management and should be read in conjunction with the “Selected Historical Consolidated Financial Data” and with the audited and unaudited consolidated financial statements, as well as the related notes, included elsewhere in this prospectus. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our MD&A is presented in the following sections:

EXECUTIVE SUMMARY

We are a leading content centric media company specializing in the fields of celebrity journalism and active life style. Our well known brands include, but are not limited to, National Enquirer, Star, OK! Weekly, Globe, National Examiner, Shape, Fit Pregnancy, Natural Health, Muscle & Fitness, Men’s Fitness and Flex. We distribute our content across multiple platforms including print, internet, mobile, tablets and video. We circulate our print publications utilizing single copy and subscription sales using the U.S. Postal Service, national distributors, wholesalers and retailers. Our print publications comprise approximately 24% of total U.S. and Canadian newsstand circulation for weekly publications that are audited by the ABC. Total circulation of our print publications with a frequency of six or more times per year, were approximately 6.0 million copies per issue during the first fiscal quarter of 2013, and 6.4 million copies per issue during fiscal 2012.

Our operating revenue is derived from the sale of our media content through print and digital platforms, as well as from advertisements placed within those platforms. Our print circulation revenue represented approximately 60% and 59% of our operating revenue in the first fiscal quarter of 2013 and in fiscal 2012, respectively, and single copy sales accounted for approximately 77% and 78% of the print circulation revenue during such periods, with the remaining 23% and 22% coming from subscription sales, respectively. Our print advertising revenue, generated by national advertisers represented approximately 30% and 31% of our operating revenue in the first fiscal quarter of 2013 and in fiscal 2012, respectively. Digital advertising revenue, which includes on-line, mobile, tablets and video, represented 2% of operating revenue in the first fiscal quarter of 2013 and in fiscal 2012.

Our primary operating expenses consist of production, distribution, circulation and editorial as well as selling, general and administrative. The largest components of our operating expenses are for production of our printed magazines, which includes costs for printing and paper. Distribution and circulation expenses primarily consist of costs associated with fulfilling subscriptions and newsstand transportation. Editorial expenses represent costs associated with manuscripts, photographs and related salaries.

We used $8.7 million of operating cash flows in the first fiscal quarter of 2013, compared to $6.3 million in the comparable period of fiscal 2012, and generated $21.7 million of operating cash flows in fiscal 2012, compared to $41.5 million in fiscal 2011. Refer to the section titled “Operating Activities” in the “Liquidity and Capital Resources” section for a discussion of items impacting cash flows.

CURRENT DEVELOPMENTS AND RESTRUCTURING ACTIONS

During the first fiscal quarter of 2013, we continued our transformation into a content centric media group, as we began the process of liquefyingexpanding the availability of our print content to flow through a number of different platforms.digital platforms (e.g., websites, mobile web sites, digital applications and social media). In fiscal 2012, we began development of our Shape.com web site, an effort which continued though the first fiscal quarter of 2013, in partnership with other websites such as Yahoo’s Shine and She Knows. We also created tablet editions ofShape magazine and theShape wireless application protocol (“WAP”) site for all mobile platforms. We are leveraging social media such as Facebook, Twitter and Pinterest to further promote theShape brand and distribute our content. Digital advertising revenue forShape in the first fiscal quarter of 2013 increased 66% over the first fiscal quarter of 2012 and in fiscal 2012 digital advertizing revenue increased 30% over fiscal 2011. Currently, digital advertising revenue represents 12% ofShape’s total revenue. Accordingly, we believe the audiences’ continued response to the digital distribution ofShapecontent has been very positive.

We are looking to continue our innovation of single-subject, single-sponsored digital magazines or “digi-mags” for both Apple and Android operating systems. With the continued successes achieved in the digital distribution ofShape’s content, we continue to expand our digital distribution platform across our other well-known brands with the launch of “digi-mags” forMen’s Fitness, an e-commerce web site forMuscle & Fitness and building out our other web sites, as well as launching digital editions for all our brands on the Apple Newsstand, Zinio, Amazon Kindle and Barnes & Noble’s Nook. As of June 30, 2012, 165,000, or almost 3% of our total paid subscription base is being delivered digitally. Our digital delivery is nearly double the industry average of 1.7% of total paid subscription base.

Management Action Plans for Revenue Enhancement and Cost Savings

During the first fiscal quarter of 2013, we developed and implemented management action plans that we expect to result in revenue enhancements of $7.0 million and operating income of $2.7 million from the publishing of 18 additional pop iconic special issues in the Celebrity Segment. In addition to the revenue enhancements, we developed and implemented management action plans that we expect to result in $6.7 million of cost savings in fiscal year ended March 31, 2013 (the “2013 Management Action Plans”). The expense improvements were primarily in the manufacturing area related to print order reductions of approximately $5.2 million.

During fiscal 2012, we developed and implemented management action plans aggregating $29.6 million of cost savings in fiscal 2012 (the “2012 Management Action Plans”). The expense reductions were primarily in the production area related to the renegotiation and extension of our largest printing contract, print order reductions to increase efficiencies for all of our magazines, reduced book sizes to be comparable to our competitive set, general and administrative and employee related expense reductions, as well as paper rate savings based on our in-house purchasing strategy.

During fiscal 2011, we implemented a management action plan (the “2011 Management Action Plan”), that resulted in incremental cost savings of $11.2 million and revenue enhancements of $2.3 million as compared to fiscal 2011 budget. The cost reductions were primarily in the production area related to print order reductions, reduced book sizes, and paper rate savings. Revenue enhancements included cover price increases and the publishing of five special issues.

During fiscal 2010, we implemented a management action plan (the “2010 Management Action Plan” and, together with the “Supplemental Management Action Plan” (as defined below), the “Management Action Plans”), that resulted in additional cost savings of $11.5 million and revenue enhancements of $5.7 million as compared to fiscal 2010 budget. Cost savings included expense reductions in production, editorial, distribution and personnel related costs. Revenue enhancements included cover price increases and the publishing of four special issues. We also implemented an additional management action plan (the “Supplemental Management Action Plan”) during the fourth quarter of fiscal 2009, which resulted in approximately $21.0 million of expense savings in fiscal 2010.

Acquisition

In June 2011, we entered into a limited liability company agreement to form a joint venture, Odyssey Magazine Publishing Group, LLC. Also in June 2011, Odyssey entered into a purchase agreement with Northern & Shell North America Ltd. and acquiredOK! Weeklymagazine. The total consideration paid by Odyssey in connection with this acquisition was $23.0 million in cash. This acquisition was intended to increase the Company’s market share in newsstand and advertising in the Celebrity Brands segment. On April 1, 2012, the Company and the other limited liability company member (the “LLC Member”) entered into a membership interest purchase agreement (the “Membership Interest Purchase Agreement”) wherein the Company became obligated to purchase all of the LLC Member’s interest in Odyssey for approximately $13.3 million, payable on a quarterly basis over a two year period.

        In August 2012, Odyssey was converted from a limited liability company to a corporation (the “Conversion”) and changed its name to Odyssey Magazine Publishing Group, Inc. (“Odyssey Corporation”). Concurrently with the Conversion, the membership interest of each of the Company and the LLC Member in Odyssey was converted into (i) for the Company, 1,000 shares of Common Stock and 731 shares of Series A Preferred Stock in Odyssey Corporation, and (ii) for the LLC Member, 269 shares of Series A Preferred Stock in Odyssey Corporation. The Series A Preferred Stock issued by Odyssey Corporation carries no voting rights and, as a result, the Company currently owns all outstanding voting stock. In connection with the Conversion, the Company and the LLC Member entered into a preferred stock purchase agreement (the “Preferred Stock Purchase Agreement”) wherein the Company will purchase the LLC Member’s shares of Series A Preferred Stock in Odyssey Corporation for approximately $7.2 million, payable on a quarterly basis through March 31, 2014. In accordance with the Preferred Stock Purchase Agreement, the Conversion, the Membership Interest Purchase Agreement and the limited liability company agreement, including any amendments thereto, were terminated. For further details, see Note 9, “Investments in Joint Ventures and Redeemable Noncontrolling Interest,” and Note 11, “Acquisition” to the unaudited condensed consolidated financial statements.

2010 Restructuring Actions

In December 2010, the Company and certain subsidiaries emerged from bankruptcy and consummated a financial restructuring through a series of transactions (the “2010 Restructuring”). For additional information regarding the 2010 Restructuring, see Note 1, “Description“Description of Business, Basis of Presentation and Summary of Significant Accounting Policies,” to the audited consolidated financial statements.

The purpose of the 2010 Restructuring was to reduce our leverage and to enhance our long-term growth and competitive position. Specifically, the 2010 Restructuring was designed to:

RESULTS OF OPERATIONS

Comparison of the First Fiscal Quarter of 2013 vs. the First Fiscal Quarter of 2012

Operating Revenue

Our operating revenue is derived from distribution of our media content through print and digital platforms, as well as from advertisements placed within those platforms. Our print circulation revenue represented approximately 60% and 57% of our operating revenue in the first fiscal quarters of 2013 and 2012, respectively. Single copy sales accounted for approximately 77% of such circulation revenue in the first fiscal quarters of 2013 and 2012. The remainder of circulation revenues was from subscription sales.

Our advertising revenues are generated by national advertisers, including packaged goods, sports nutrition products, automotive, entertainment, pharmaceutical, sports apparel, beauty, cosmetics, fashion and direct response. Our print advertising revenues accounted for approximately 30% and 34% of our total operating revenues in the first fiscal quarters of 2013 and 2012, respectively.

Total operating revenue decreased $6.0 million, or 6.4% primarily due to a $4.9 million, or 14.6%, decrease in advertising revenue. Print circulation revenue decreased $0.7 million, or 1.4% and other revenues decreased $0.3 million or 5.2%. Our Women’s Active Lifestyle segment was down $4.8 million, due to reduced ad spending by beauty, packaged goods and pharmaceutical advertisers, primarily inShape magazine. These print advertisers invested in the Olympics and we anticipate will be back inShape in the fourth fiscal quarter of 2013. In addition, print circulation revenue decreased primarily due to the continuing softness in the U.S economy which impacts demand from consumers.

Operating Expenses

Our operating expenses consist of production, distribution, circulation, editorial and general and administrative. The largest components of our operating expenses consist of production, which includes printing, paper, distribution and circulation costs associated with fulfilling subscriptions and newsstand transportation. Editorial expense represents compensation and purchases for manuscripts and photographs.

Total operating expenses decreased $3.8 million, or 4.9%, due to planned expense reductions in the following areas: $2.1 million in production, $1.4 million in distribution and circulation expenses and $1.2 million in selling, general and administrative expenses. These decreases have been partially offset by an increase of $0.6 million in depreciation and amortization.

Operating expenses have decreased primarily due to the 2013 Management Action Plans implemented during the first fiscal quarter of 2013 which reduced expenses, primarily in the manufacturing area related to the renegotiation and extension of our RR Donnelly printing contract, print order efficiency plan, paper rate savings based on our in-house purchasing strategy, reduced book sizes and reduced general and administrative and employee related expenses.

Interest Expense

Interest expense decreased $0.2 million, or 1.1%, primarily due to a reduction in our outstanding balances under the revolving credit agreement and senior secured notes during the first fiscal quarter of 2013 as compared to the first fiscal quarter of 2012.

Amortization of Deferred Debt Costs

Amortization of deferred debt costs lowered due to a decrease in costs subject to amortization in the first fiscal quarter of 2013 as a result of the redemption of senior secured notes during the first fiscal quarter of 2012.

Income Taxes

We recorded an income tax benefit of $1.0 million and $0.2 million for the first fiscal quarters of 2013 and 2012, respectively. The increase in income tax benefit is due to the $1.3 million increase in net loss before income taxes.

Net Loss

The $0.5 million increase in net loss is primarily attributable to reduced operating income of $2.2 million partially offset by the $0.9 million decrease in other expenses and the $0.8 million increase in income tax benefit. Operating income decreased due to the $6.0 million reduction in operating revenue, partially offset by the $3.8 million decrease in operating expenses, as discussed above.

Comparison of Fiscal 2012 vs. Fiscal 2011

Operating Revenue

Our operating revenue is derived from distribution of our media content through print and digital platforms, as well as from advertisements placed within those platforms. Our print circulation revenue represented approximately 59% and 58% of our operating revenue in fiscal 2012 and 2011, respectively. Single copy sales accounted for approximately 78% and 80% of such circulation revenue in fiscal 2012 and 2011, respectively. The remainder of circulation revenues was from subscription sales.

Our advertising revenues are generated by national advertisers, including packaged goods, sports nutrition products, automotive, entertainment, pharmaceutical, sports apparel, beauty, cosmetics, fashion and direct response. Our print advertising revenues accounted for approximately 31% and 34% of our total operating revenues in fiscal 2012 and 2011, respectively.

Total operating revenue was $386.6 million and $397.6 million for fiscal 2012 and 2011, respectively, representing a decrease of $11.0 million, or 2.8%. This decrease is primarily attributable to a $9.8 million, or 7.2%, decrease in advertising revenue and a $1.3 million or 3.8% decrease in other revenues. Advertising revenue decreased primarily due to a $7.4 million decrease in advertising for nutritional supplements and diet products in our Men’s Active Lifestyle segment. Other revenues decreased primarily due to a $3.0 million shortfall in third party revenue generated by DSI due to the continuing softness in newsstand sales of our third party clients. This decrease has been partially offset by a $1.7 million increase in international licensing revenue.

Operating Expenses

Our operating expenses consist of production, distribution and circulation, editorial as well as selling, general and administrative. The largest components of our operating expenses consist of production, which includes printing, paper, distribution and circulation costs associated with fulfilling subscriptions and newsstand transportation. Editorial expenses represent compensation for manuscripts and photographs.

Total operating expenses were $320.3 million and $303.6 million for fiscal 2012 and 2011, respectively, representing an increase of $16.7 million, or 5.5%.

These increases are attributable to a $7.7 million increase in distribution and circulation, $5.5 million in production, $2.2 million in depreciation and amortization and $1.2 million in selling, general and administrative expenses. Operating expenses have increased due to the incremental expenses associated withOK! Weekly, which we started publishing during the quarter ended September 30, 2011, andSoap Opera Digest and Soap Opera Weekly,which we started publishing in the beginning of fiscal 2012.

Interest Expense

Interest expense was $58.4 million and $56.5 million for fiscal 2012 and 2011, respectively, representing an increase of $1.9 million, or 3.3%. This increase is primarily attributable to the interest under the New Notes being expensed as compared to certain pre-existing debt where the related interest expense was recorded as part of the outstanding debt balance in accordance with applicable accounting guidance.

Amortization of Deferred Debt Costs

Total amortization of deferred debt costs was $1.6 million and $3.2 million for fiscal 2012 and 2011, respectively. This decrease was due to lower costs being amortized during fiscal 2012 as a result of the extinguishment of debt in connection with the 2010 Restructuring.

Income Taxes

We recorded a $17.5 million income tax benefit for fiscal 2012, compared to a $4.0 million income tax expense for fiscal 2011. The income tax benefit for fiscal 2012 was due to the elimination of a previously recognized valuation allowance of $17.7 million against the Company’s deferred tax assets. See Note 4, “Income Taxes,” to the audited consolidated financial statements included elsewhere in this prospectus for further discussion.

Net Income (Loss)

Net income attributable to American Media, Inc. for fiscal 2012 was $21.6 million on sales of $386.6 million, compared to fiscal 2011 net loss attributable to American Media, Inc. of $4.5$(4.5) million on sales of $397.6 million. The increase in net income is directly attributable to the reorganization costs and loss on extinguishment of debt incurred during fiscal 2011, due to the restructuring, totaling $33.1 million and the increase in benefit for income taxes totaling $21.5 million. These increases have been partially offset by the decrease in operating income of $27.7 million due to the $11.0 million decrease in operating revenue and the $16.7 million increase in operating expenses.

In fiscal 2011, we recorded reorganization costs of $24.5 million and loss on extinguishment of debt of $8.6 million in connection with the 2010 Restructuring. For a detailed discussion of the 2010 Restructuring, see Note 1, “Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies” to the audited consolidated financial statements. These expenses have been excluded from segment results as they were not considered in our evaluation of operating results for the year.

Comparison of Fiscal 2011 to Fiscal 2010

Operating Revenue

Our operating revenue is derived from distribution of our media content through print and digital platforms, as well as from advertisements placed within those publications. Our print circulation revenue represented approximately 58% and 60% of our operating revenue in fiscal 2011 and 2010, respectively. Single copy sales accounted for approximately 80% and 81% of such circulation revenue in fiscal 2011 and 2010, respectively. The remainder of circulation revenues was from subscription sales.

Our advertising revenues are generated by national advertisers, including packaged goods, sports nutrition products, automotive, entertainment, pharmaceutical, sports apparel, beauty, cosmetics, fashion and direct response. Advertising revenues accounted for approximately 34% and 33% of our total operating revenues in fiscal 2011 and 2010, respectively.

Total operating revenue was $397.6 million and $412.4 million for fiscal 2011 and 2010, respectively, representing a decrease in revenue of $14.8 million, or 3.6%. This decrease is primarily attributable to the $17.5 million reduction in circulation revenue due to the continuing softness in the U.S economy which impacted newsstand sales.

Operating Expense

Total operating expense was $303.6 million and $331.5 million for fiscal 2011 and 2010, respectively, representing a decrease of $27.9 million, or 8.4%. This reduction is primarily due to reduced production expenses due to the implementation of the 2011 Management Action Plan.

In addition, we recorded a provision for impairment of intangible assets and goodwill of $17.6 million for the three months ended June 30, 2009. There was no provision for impairment charges for fiscal 2011.

Interest Expense

Interest expense was $56.5 million and $50.6 million for fiscal 2011 and 2010, respectively, representing an increase of $5.9 million, or 11.7%. This increase is primarily attributable to a higher interest rate in fiscal 2011 under the New Notes as compared to the interest rate in fiscal 2010 under the 2009 Credit Agreement.

Amortization of Deferred Debt Costs

Total amortization of deferred debt costs was $3.2 million and $3.9 million for fiscal 2011 and 2010, respectively. This reduction was due to lower costs being amortized during fiscal 2011 as a result of the extinguishment of debt in connection with the 2010 Restructuring.

Income Taxes

We recorded a $4.0 million income tax expense for fiscal 2011, compared to a $22.8 million income tax expense for fiscal 2010. For fiscal 2010, the Company elected, under IRC Section 108(b)(5), to apply a portion of its debt discharge amount to first reduce the basis of depreciable and amortizable assets. The election resulted in additional tax expense of $24.8 million due to the reduction of basis on the Company’s indefinite lived intangible assets, which are deferred tax liabilities. See Note 4, “Income Taxes,” to the audited consolidated financial statements included elsewhere in this prospectus for further discussion.

Net Income (Loss)

Net loss attributable to American Media, Inc. for fiscal 2011 was $4.5$(4.5) million on sales of $397.6 million, compared to fiscal 2010 net income attributable to American Media, Inc. of $3.2 million on sales of $412.4 million. The decrease in net income is directly attributable to the expenses incurred during fiscal 2011, in connection with the 2010 Restructuring.

In fiscal 2011, we recorded bankruptcy costs and loss on extinguishment of debt totaling $38.0 million in connection with the 2010 Restructuring. This increase in expense has been partially offset by the $18.8 million decrease in provision for income taxes and the $13.1 million increase in operating income. Operating income increased due to the provision reduction for impairment of intangible assets and goodwill of $17.6 million.

See Note 1, “Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies” and Note 2, “Goodwill and Other Identified Intangible Assets” to the audited consolidated financial statements for additional details. These expenses have been excluded from segment results as they were not considered in our evaluation of operating results for the year.

OPERATING SEGMENT RESULTS

After the completion of the 2010 Restructuring and fiscal 2011, we experienced a change in organizational structure resulting in new reporting operating segments, which are regularly reviewed by the chief operating decision maker, effective in the first quarter ended June 30, 2011.

Our reportable operating segments consist of the following: Celebrity Brands, Women’s Active Lifestyle, Men’s Active Lifestyle, Publishing Services and Corporate and Other. This reporting structure is organized according to the markets each segment serves and allows management to focus its efforts on providing the best content to a wide range of customers. The Celebrity Brands segment consists of a group of media content platforms primarily dedicated to news covering celebrities, musicians, movie and television stars and editorial content such as crime, health, fashion, beauty and accessories. The Women’s Active Lifestyle segment consists of a group of media content platforms that provide information to women on the latest cutting edge exercise techniques, health and nutrition, as well as the latest beauty and fashion trends. The Men’s Active Lifestyle segment consists of a group of media content platforms that provide information to men on cutting edge physical exercise, physique training and professional body building techniques, health and nutrition. This segment also includes the Mr. Olympia event. The Publishing Services segment includes services provided to third party publishing and non-publishing clients such as placement, monitoring, marketing, merchandising and back office financial functions. The Corporate and Other segment primarily includes business development, international licensing of certain health and fitness publications, photo syndication of our content to third parties and corporate overhead.

Our financial performance depends, in large part, on varying conditions in the markets we serve. Demand in these markets tends to fluctuate in response to overall economic conditions and current events. Economic downturns in the markets we serve generally result in reductions in revenue as a result of lower consumer spending which can lead to a reduction in advertising revenue.

The chief operating decision maker uses operating income (loss) as a primary basis to evaluate the performance of each of our operating segments.

We present operating income (loss) before the provision for impairment of intangible assets and goodwill to provide a consistent and comparable measure of our operating income (loss) for the periods indicated below due to the significant fluctuations in the impairment provision between periods. Management uses operating income (loss) before the provision for impairment of intangible assets and goodwill for analyzing performance, financial reporting to the board of directors and as an input in determining whether performance goals are met for compensation. Management also uses operating income (loss) before the provision for impairment of intangible assets and goodwill when communicating financial results to stockholders, debt holders and investors. Management believes this non-GAAP measure, although not a substitute for GAAP, improves comparability. Management also believes our stockholders, debt holders and investors use this measure as a gauge to assess the performance of their investment in the Company. The accounting policies of our operating segments are the same as those applied in our Consolidated Financial Statements included elsewhere in this prospectus. We prepared the financial results of our operating segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions. Our calculations of operating income (loss) herein may be different from the calculations used by other companies, therefore comparability may be limited.

The following table summarizes our results of operations by segment. Operating income (loss) before the provision for impairment of intangible assets and goodwill are not measures of financial performance in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).GAAP. We do not consider them as alternatives to net income (loss) as a measure of operating performance.

(1) Operating income before provision for impairment of intangible assets and goodwill for fiscal year 2010 excludes impairment losses for tradenames, goodwill and other identified intangibles of $17.6 million for Women’s Active Lifestyle Group. See Note 2, “Goodwill and Other Identified Intangible Assets,” to the audited consolidated financial statements included elsewhere in this prospectus.

Total operating revenue was $87.2 million and $93.2 million for the first fiscal quarters of fiscal 2013 and 2012, respectively, representing a decrease of $6.0 million, or 6.4%, primarily due to lower advertising spending in the Women’s Active Lifestyle segment, coupled with the discontinuation of certain publications in our Corporate and Other segment. These decreases in revenue have been partially offset by an increase in revenue from the Celebrity Brands segment.

Total operating revenue was $386.6 million and $397.6 million for fiscal 2012 and 2011, respectively, representing a decrease of $11.0 million, or 2.8%. This decrease is attributable to lower advertising spending in the Men’s and Women’s Active Lifestyle segments, coupled with the discontinuation of certain publications in our Corporate and Other segment and lower revenue from our Publishing Service Segment. These decreases in revenue have been partially offset by an increase in revenue from the Celebrity Brands segment.

As of June 30, 2012, single copy revenue consisted of newsstand units distributed by three primary wholesalers. Operating revenue generated by these wholesalers is included in the Celebrity Brands, Women’s Active Lifestyle, Men’s Active Lifestyle and Corporate and Other segments. Two wholesalers accounted for greater than 10% of our total operating revenue and in the aggregate accounted for approximately 35% and 38% of our total operating revenue in fiscal 2012 and 2011, respectively. We have multi-year service arrangements with these wholesalers that provide incentives to maintain certain levels of service. Our operating results could be materially affected by disruption of the distribution of our magazines through the wholesalers. SeeLegal Proceedingsin this prospectus, for a description of litigation filed by former wholesalers.

Celebrity Brands Segment

The Celebrity Brands segment comprised approximately 62% and 57% of our consolidated operating revenue for the first fiscal quarters of 2013 and 2012, respectively, and approximately 60% and 56% of our consolidated operating revenue for fiscal 2012 and 2011, respectively. The Celebrity Brands segment consists of a group of media content platforms primarily dedicated to news covering celebrities, musicians, movie and television stars and editorial content such as crime, health, fashion, beauty and accessories. This segment consists of the production and sale of the following brands, which have leading market positions in the categories they serve:brands:

Comparison of the First Fiscal Quarter of 2013 vs. the First Fiscal Quarter of 2012

Operating Revenue

Total operating revenue in the Celebrity Brands segment was $54.0 million for the first fiscal quarter of 2013, representing an increase of $0.9 million, or 1.6%. This increase is primarily attributable to the acquisition ofOK!Weekly in June 2011 which resulted in an increase in operating revenue of $5.9 million during the first fiscal quarter of 2013 as compared to the first fiscal quarter of 2012.

The celebrity newsstand market was down 19% for the first fiscal quarter of 2013. This is partially due to the continuing softness in the U.S economy which impacts newsstand and subscription sales. Our Celebrity Brands segment was down 16% in newsstand unit sales, which was partially offset by $1.0 million related to cover price increases forNational Enquirer,Globe andExaminer. This impacted newsstand sales forNational Enquirer, StarandGlobe resulting in a decrease in operating revenue of $3.4 million and an overall decrease in subscription sales of $0.8 million. In addition, advertising revenue has declined $0.7 million primarily due to reduced spending by packaged goods and beauty advertisers in the celebrity market.

Operating Income

Operating income in the Celebrity Brands segment increased in the first fiscal quarter of 2013 from prior year by $0.4 million, or 2.6%, to $16.8 million, primarily due to the acquisition ofOK!Weekly.

Comparison of Fiscal 2012 vs. Fiscal 2011

Operating Revenue

Total operating revenue in the Celebrity Brands segment was $233.9 million for fiscal 2012, representing an increase of $11.2 million, or 5.0%, primarily attributable to the additions ofOK! WeeklyandSoap Opera Digestduring the first quarter of fiscal 2012, which resulted in higher revenues of $36.4 million. This has been partially offset by a shortfall of $18.7 million due to lower newsstand sales forStar,National Enquirer andGlobedue to the continuing softness in the U.S economy which impacted newsstand sales. In addition, advertising and subscription revenue has decreased approximately $6.4 million primarily due to reduced spending by automotive, packaged goods and beauty advertisers in the celebrity market. This was compounded by rate base reductions forStar andOK! Weekly.

Operating Income

Operating income in the Celebrity Brands segment decreased in fiscal 2012 from prior year by $16.8 million, or 18.6%, to $73.5 million. This decrease was attributable to the $13.8 million reduction in operating income forStar,National Enquirer andGlobedue to lower newsstand sales resulting from the continuing softness in the U.S. economy.

Comparison of Fiscal 2011 vs. Fiscal 2010

Operating Revenue

Total operating revenue in the Celebrity Brands segment was $222.7 million for fiscal 2011, representing a decrease of $15.0 million, or 6.3%, from prior year. This was attributable to lower newsstand and subscription sales of $15.4 million due to reduced consumer spending and a decrease in advertising revenue of $0.9 million.

This decrease was partially offset by a $1.2 million increase in advertising revenue and $1.1 million increase in subscription revenue forCountry Weekly.

Operating Income

Operating income in the Celebrity Brands segment increased in fiscal 2011 from prior year by $0.4 million, or 0.4%, to $90.3 million. This increase was primarily attributable to the 2011 Management Action Plan to reduceStar’s andNational Enquirer’s rate bases by 16% and 17%, respectively, which lowered manufacturing and distribution costs by $8.0 million. This was partially offset by a 6.3% revenue decline.

Women’s Active Lifestyle Segment

The Women’s Active Lifestyle segment comprised approximately 16% and 21% of our consolidated operating revenue for the first fiscal quarters of 2013 and 2012, respectively, and 17% and 18% of our consolidated operating revenue for fiscal 2012 and 2011, respectively. The following leading brands represent this segment:

Comparison of the First Fiscal Quarter of 2013 vs. the First Fiscal Quarter of 2012

Operating Revenue

Total operating revenue in the Women’s Active Lifestyle segment was $14.2 million for the first fiscal quarter of 2013, a decrease of $5.3 million, or 27.1%, from prior year. This decrease is primarily due to the $4.8 decline in advertising revenue due to reduced spending by beauty, packaged goods and pharmaceutical advertisers primarily inShapemagazine. These print advertisers invested in the Olympics and we anticipate will be back inShapein the fourth fiscal quarter of 2013. In addition, newsstand and subscription sales decreased by $0.5 million for the leading brands in this segment due the continuing softness in the U.S economy which impacts demand from consumers.

Operating Income

Operating income in the Women’s Active Lifestyle segment decreased in the first fiscal quarter of 2013 from prior year by $2.7 million, or 53.7%, to $2.3 million. This decline was primarily attributable toShapeas described above. This was partially offset by the implementation of our 2012 Management Action Plans, which reduced total operating expenses approximately $2.6 million.

Comparison of Fiscal 2012 vs. Fiscal 2011

Operating Revenue

Total operating revenue in the Women’s Active Lifestyle segment was $65.1 million for fiscal 2012, a decrease of $7.4 million, or 10.2%, from prior year. This was caused by a $6.0 million decline in advertising and a $2.1 million reduction in newsstand revenues, which was partially offset by a $0.8 million increase in digital advertising revenue. Newsstand revenues decreased due to reduced consumer spending as a result of the continuing economic downturn in the economy. This reduction in consumer spending has led to a reduction in advertising revenue.

Operating Income

Operating income in the Women’s Active Lifestyle segment decreased in fiscal 2012 from prior year by $2.6 million, or 16.8%, to $13.0 million. This decline was primarily attributable to the comments mentioned above and was partially offset by the implementation of our 2012 Management Action Plans, which reduced certain editorial and production expenses $3.3 million.

Comparison of Fiscal 2011 vs. Fiscal 2010

Operating Revenue

Total operating revenue in the Women’s Active Lifestyle segment was $72.5 million for fiscal 2011, representing an increase of $1.8 million, or 2.5%, from prior year. This was due to a $2.5 million increase in advertising revenue caused by a combination of higher ad volume and the sale of a custom digitalShape magazine. This was partially offset by a decrease in newsstand of $0.7 million.

Operating Income

Operating income in the Women’s Active Lifestyle segment decreased in fiscal 2011 from prior year by $0.3 million, or 2.1%, to $15.6 million. This decline was primarily caused by reduced issues being published in 2011, partially offset by the revenue increase discussed above.

Men’s Active Lifestyle Segment

The Men’s Active Lifestyle segment comprised approximately 16% of our consolidated operating revenue for the first fiscal quarters of each 2013 and 2012, and 16% and 17% of our consolidated operating revenue for fiscal 2012 and 2011, respectively. This group of media content provides information to men on cutting edge physique training, professional body building techniques and the latest content on health and nutrition. This segment also includes the Mr. Olympia event. The following leading brands represent this segment:

Comparison of the First Fiscal Quarter of 2013 vs. the First Fiscal Quarter of 2012

Operating Revenue

Total operating revenue in the Men’s Active Lifestyle segment was $14.0 million for the first fiscal quarter of 2013, a decrease of $0.5 million, or 3.7%, from prior year. This decrease was due to the $0.9 million overall decrease in advertising revenue which is primarily attributable to reduced spending by certain advertisers who manufacture nutritional supplements and fat burning products due to launch delays of their ad campaigns. This decrease has been partially offset by $0.3 million of digital commerce revenue for Muscle and Fitness as a result of the launch of our new e-commerce online store in December 2011.

Operating Income

Operating income in the Men’s Active Lifestyle segment decreased in the first fiscal quarter of 2013 from prior year by $0.5 million, or 10.4%, to $3.9 million. This decrease was attributable to the revenue decline as explained above.

Comparison of Fiscal 2012 vs. Fiscal 2011

Operating Revenue

Total operating revenue in the Men’s Active Lifestyle segment was $60.9 million for fiscal 2012, a decrease of $7.4 million, or 10.9%, from prior year. This decrease was attributable to the decrease in advertising revenue due to reduced nutritional supplement and diet product advertising due to regulatory issues with three advertisers.

Operating Income

Operating income in the Men’s Active Lifestyle segment decreased in fiscal 2012 from prior year by $3.8 million, or 16%, to $19.8 million. This decrease was attributable to the revenue decline explained above.

Comparison of Fiscal 2011 vs. Fiscal 2010

Operating Revenue

Total operating revenue in the Men’s Active Lifestyle segment was $68.3 million for fiscal 2011, representing a decrease of $2.7 million, or 3.8%, from prior year. This was due to an advertising revenue reduction by two nutritional supplement advertisers that ceased spending due to regulatory issues.

Operating Income

Operating income in the Men’s Active Lifestyle segment decreased in fiscal 2011 from prior year by $0.2 million, or 0.8%, to $23.6 million. This decrease was primarily attributable to the revenue decrease of 3.8% discussed above.

Publishing Services Segment

The Publishing Services segment comprised approximately 7% and 8% of our consolidated operating revenue for the first fiscal quarters of 2013 and 2012, respectively, and was 7% of our consolidated operating revenue for fiscal 2012 and 2011. These revenues represent services provided to publishing and non-publishing clients such as placement and monitoring, marketing and merchandising and back office financial functions. This segment consists of the following services provided to publishing and non-publishing clients:

Comparison of the First Fiscal Quarter of 2013 vs. the First Fiscal Quarter of 2012

Operating Revenue

Total operating revenue in the Publishing Services segment was $4.5 million, net of intersegment eliminations, for the first fiscal quarter of 2013, representing a decrease of $0.8 million, or 15.3%, from prior year. This decrease was primarily attributable to the general softness in the U.S. economy which impacted newsstand sales causing a shortfall of publishing services revenue of approximately $0.8 million.

Operating Income

Operating income in the Publishing Services segment increased in the first fiscal quarter of 2013 from prior year by $0.2 million, or 27.7%, to $0.7 million. Total operating income increased primarily due to reduced operating expenses as a result of the implementation of our 2012 Management Action Plans, which lowered total operating expenses by approximately $0.9 million which was partially offset by the $0.8 million decrease in operating revenue as described above.

Comparison of Fiscal 2012 vs. Fiscal 2011

Operating Revenue

Total operating revenue in the Publishing Services segment was $21.5 million, net of eliminations, for fiscal 2012, representing a decrease of $3.5 million, or 14.2%, from prior year. This decrease was primarily attributable to the general softness in the U.S. economy which impacted newsstand sales that caused a shortfall of publishing services revenue of approximately $3.0 million.

Operating Income

Operating income in the Publishing Services segment decreased in fiscal 2012 from prior year by $3.6 million, or 50.5%, to $3.6 million. This decrease was attributable to the revenue decline of 14.2% discussed above.

Comparison of Fiscal 2011 vs. Fiscal 2010

Operating Revenue

Total operating revenue in the Publishing Services segment was $25.0 million, net of eliminations, for fiscal 2011, representing an increase of $3.3 million, or 15.0%, from prior year due to a full fiscal year of providing services toPlayboy.

Operating Income

Operating income in the Publishing Services segment increased in fiscal 2011 from the prior year by $0.9 million, or 14.1%, to $7.2 million primarily due toPlayboy.

Corporate and Other Segment

The Corporate and Other segment comprised approximately 1% our consolidated operating revenue for each of the first fiscal quarters of 2013 and 2012, respectively, and represented 1% and 2% of our consolidated operating revenue for fiscal 2012 and 2011, respectively. This includes the international licensing of certain health and fitness publications, photo syndication for all our media content platforms as well as corporate overhead. Corporate overhead expenses are not allocated to other segments. This includes production, circulation, executive staff, information technology, accounting, legal, human resources, business development and administration department costs.

Comparison of the First Fiscal Quarter of 2013 vs. the First Fiscal Quarter of 2012

Operating Revenue

Total operating revenue in the Corporate and Other segment was $0.5 million for the first fiscal quarter of 2013, representing a decrease of $0.2 million, or 29.4%, from prior year. This decrease in operating revenue was primarily due to the discontinuation of certain publications, which resulted in a $0.4 million decrease. This decrease has been partially offset by a $0.3 million increase in operating revenue due to additional special issues of certain magazines published during the first fiscal quarter of 2013 and an increase in international licensing of $0.1 million.

Operating Loss

Total operating loss decreased by $0.4 million, or 3.5%, to $10.9$(10.9) million during the first fiscal quarter of 2013. This decrease was attributable to lower corporate expenses and the implementation of the 2013 Management Action Plans.

Comparison of Fiscal 2012 vs. Fiscal 2011

Operating Revenue

Total operating revenue in the Corporate and Other segment was $5.3 million for fiscal 2012, representing a decrease of $3.8 million, or 41.7%, from prior year. This decrease in operating revenue was primarily due to the discontinuation ofUFC andMira! magazines of $4.0 million and a $2.2 million decrease due to additional special issues of certain magazines published in fiscal 2011. This was partially offset by an increase of $0.9 million in international licensing revenue and $1.0 million for an additional special issue during fiscal 2012.

Operating Loss

Total operating loss increased by $0.9 million, or 2.0%, to $43.5$(43.5) million during fiscal 2012. This increase was attributable to the revenue decline as discussed above.

Comparison of Fiscal 2011 vs. Fiscal 2010

Operating Revenue

Total operating revenue in the Corporate and Other segment was $9.2 million for fiscal 2011, representing a decrease of $2.2 million, or 19.3%, from prior year. This reduction was attributable to theMichael Jackson special issue that was published during the three months ended June 30, 2009.

Operating Loss

Operating loss increased by $5.3 million in fiscal 2011, from the prior year period, or 14.1%, to $42.7$(42.7) million. This increase is primarily due to certain expenses incurred in connection with the 2010 Restructuring.

LIQUIDITY AND CAPITAL RESOURCES

Management’s Assessment of Liquidity

Our primary sources of liquidity are cash generated from operations, cash on hand and amounts available for borrowing under the 2010 Revolving Credit Agreement. For a description of the terms of the 2010 Revolving Credit Agreement, see Note 5, “Credit Agreement,” to the audited consolidated financial statements included elsewhere in this prospectus. The 2010 Revolving Credit Agreement consists of a $40.0 million revolving credit facility.

As of June 30, 2012, we had cash and cash equivalents of $4.7 million and a working capital deficit of $2.5 million. The $4.5 million decrease in working capital deficit from $7.0 million at March 31, 2012 to $2.5 million at June 30, 2012, resulted primarily from the following:

Our primary uses of liquidity are for working capital requirements, capital expenditures and debt service obligations as they become due. We currently believe that available funds and cash flows generated by operations will be sufficient to fund our working capital, capital expenditure requirements and debt service for at least the next 12 months. We believe that available cash at June 30, 2012 and amounts available under our 2010 Revolving Credit Agreement will mitigate future possible cash flow requirements. To the extent we make future acquisitions, we may require new sources of funding, including additional debt, equity financing or some combination thereof. There can be no assurances that we will be able to secure additional sources of funding or that such additional sources of funding will be available to us on acceptable terms.

As of June 30, 2012, there was $11.6 million available to borrow under the 2010 Revolving Credit Agreement, consisting of $16.0 million under the 2010 Revolving Credit Agreement less a $4.4 million outstanding letter of credit. At June 30, 2012, our outstanding principal amount of senior secured debt was approximately $469.9 million, consisting of $365.0 million principal amount of First Lien Notes and $104.9 million principal amount of Second Lien Notes. See “Risk Factors” in this prospectus, for a discussion of the risks associated with our indebtedness.

Cash Flow Summary

At June 30, 2012, we had $4.7 million of cash and cash equivalents on hand, a decrease of $0.5 million from $5.2 million at March 31, 2012, which was a decrease of $16.1 million from $21.3 million at March 31, 2011. The following table summarizes our cash flows:

Comparison of the First Fiscal Quarter of 2013 vs. the First Fiscal Quarter of 2012

Operating Activities

Cash used in operating activities is primarily driven by our net loss, adjusted for non-cash items and changes in working capital. Non-cash items consist primarily of amortization of deferred rack costs, depreciation of property and equipment, amortization of other identified intangibles and amortization of deferred debt costs.

Net cash used in operating activities increased $2.4 million during the first fiscal quarter of 2013 as compared to the same period in 2012, due primarily to the $0.5 million increase in net loss, the $0.6 million net decrease in non-cash items and the $1.3 million net change in operating assets and liabilities.

The net change in operating assets and liabilities is primarily due to the $12.6 million decrease in working capital items, specifically trade receivables, inventories and prepaid expenses, the $2.2 million decrease in accrued interest and the $1.8 million decrease in deferred rack costs, partially offset by the increase in accounts payable and accrued expenses of $17.9 million. Working capital items have decreased due to the overall decline in operating revenue from the continued softness in the U.S. economy and the decrease in consumer discretionary spending.

Non-cash items decreased primarily due to the decrease in deferred taxes of $0.6 million and other non-cash items of $0.7 million. These decreases have been partially offset by the increase in depreciation and amortization expense of $0.6 million.

Investing activities

Net cash used in investing activities for the first fiscal quarter of 2013 was $2.2 million, a decrease of $25.9 million, compared to $28.1 million for the first fiscal quarter of 2012. The decrease is primarily attributable to the acquisition ofOK! Magazine during the first fiscal quarter of 2012 which used $23.0 million in cash. In addition, net cash used for purchases of property and equipment decreased $2.9 million due to the build out and systems upgrades associated with our New York office move during the first fiscal quarter of 2012.

Financing activities

Net cash provided by financing activities for the first fiscal quarter of 2013 was $10.9 million, a decrease of $7.5 million, compared to $18.4 million for the first fiscal quarter of 2012. The decrease is primarily attributable to the $11.5 million in proceeds in Odyssey from noncontrolling interest holders during the first fiscal quarter of 2012 and the $6.1 million payment, in the first fiscal quarter of 2013, to noncontrolling interest holders of Odyssey. This decrease has been partially offset by the net $17.0 million in proceeds from the revolving credit facility in the first fiscal quarter of 2013 compared with $27.5 million in proceeds from the revolving credit facility, partially offset by $20.6 million of redemption payments on the senior secured notes during the first fiscal quarter of 2012.

Comparison of Fiscal 2012 vs. Fiscal 2011

Operating Activities

Net cash provided by operating activities was $21.7 million for fiscal 2012, as compared to net cash provided by operating activities of $41.5 million for fiscal 2011. This decrease of $19.8 million in cash provided by operating activities resulted from the following:

These items were partially offset by an increase in net income of $26.3 million from a net loss of $4.0$(4.0) million to net income of $22.3 million and a net decrease in operating liabilities of $5.7 million, which was primarily a result of an decrease in accrued interest of $2.1 million for fiscal 2012 compared to an increase of $21.3 million for the comparable prior year period due to the timing of interest payments. This was offset by an increase in accrued expenses and other liabilities of $1.9 million compared to a decrease of $3.2 million for the comparable prior year period and an increase in accounts payable of $4.7 million compared to a decrease of $4.2 million for the comparable prior year period. The increase in accrued expenses and other liabilities and accounts payable relates to timing of payments.

Investing Activities

Net cash used in investing activities increased by $26.8 million from $9.0 million for fiscal 2011 to $35.9 million for fiscal 2012, principally as a result of our investment inOK! Weeklyand for purchases of property and equipment.

Financing Activities

Our financing activities used $1.7 million of cash during fiscal 2012, a decrease of $16.3 million from the $18.0 million used during fiscal 2011. The decrease resulted primarily from $13.5 million of proceeds from the Odyssey non-controlling interest holder; net borrowings of $7.0 million under our 2010 Revolving Credit Agreement; redemption of $20.0 million aggregate principal of the First Lien Notes; and $1.6 million of other financing activities.

Comparison of Fiscal 2011 vs. Fiscal 2010

Operating Activities

Net cash provided by operating activities was $41.5 million and $40.3 million for fiscal 2011 and 2010, respectively. During fiscal 2011, net cash provided by operating activities was primarily attributable to: (i) $35.0 million of non-cash expenses (excluding amortization and write-off of deferred rack costs) primarily as a result of $8.1 million non-cash reorganization costs and an $8.6$(8.6) million loss on extinguishment of debt, $5.3 million increase in deferred income taxes, $3.2 million in amortization of deferred costs and $6.3 million in depreciation and amortization expenses, (ii) a $3.8 million decrease in prepaid expenses and other current assets, and (iii) a $21.3 million increase in accrued interest. These items were partially offset by: (i) $4.2 million decrease in accounts payable due to timing of payments, (ii) $3.2 million decrease in accrued expenses and other current liabilities due to lower personnel-related costs, tax-related accruals, and retail display allowance, (iii) $3.5 million increase in inventories, (iv) $2.2 million increase in other long term assets and (v) $1.2 million decrease in deferred revenues.

Investing Activities

Net cash used in investing activities was $9.0 million for fiscal 2011, as compared to $4.2 million for fiscal 2010. Net cash used in investing activities for fiscal 2011 was primarily attributable to $7.7 million for purchases of property and equipment, including an investment of $3.0 million in our ERP system upgrade, $1.1 million related to the investment in Radar Online, LLC and $0.3 million related to the investment in Mr. Olympia, LLC, partially offset by $0.1 million related to proceeds from the sale of assets.

Financing Activities

Net cash used in financing activities was $18.0 million for fiscal 2011, as compared to $49.2 million for fiscal 2010. Net cash used in financing activities for fiscal 2011 primarily consisted of (i) borrowings of $102.0 million and payments of $120.8 million on the revolving facility under our 2009 Credit Agreement (the “2009 Revolving Facility”), as well as required quarterly principal payments on the Term Facility under the 2009 Credit Agreement (the “2009 Term Facility”) of $2.2 million and borrowings of $10.0 million and payments of $10.0 million under the 2010 Revolving Credit Agreement (ii) proceeds from the First Lien Notes of $385.0 million and Second Lien Notes of $80.0 million and principal repayment on the 2009 Term Facility of $432.9 million, (iii) payment of debt issuance costs of $13.2 million, (iv) make-whole payment of $8.6 million to repay the 2009 Credit Agreement and (v) payment of deferred consent fees of $7.3 million.

Credit Facilities and Long Term Debt

In connection with the financial restructuring we consummated in December 2010, we (a) entered into the revolving credit facility replacing our previous revolving credit facility; (b) issued $385.0 million of First Lien Notes; and (c) issued $104.9 million of Second Lien Notes.

Revolving Credit Facility

In December 2010, we entered into a revolving credit facility maturing in December 2015 (the “2010 Revolving Credit Agreement”). The agreement governing our 2010 Revolving Credit Agreement provides for borrowings of up to $40.0 million, less outstanding letters of credit, to be outstanding at any one time. During the first fiscal quarter of 2013, we borrowed $24.0 million and repaid $7.0 million under the 2010 Revolving Credit Facility. The outstanding balance of $24.0 million on June 30, 2012 is reflected in non-current liabilities in the unaudited condensed consolidated financial statements included elsewhere in this prospectus as the outstanding balance is not due until December 2015.

During fiscal 2012, we borrowed $53.5 million and paid down $46.5 million under the 2010 Revolving Credit Agreement. Under the 2010 Revolving Credit Agreement, we had $33.0 million remaining as of March 31, 2012, of which $28.6 million is available to be borrowed after considering a $4.4 million outstanding letter of credit. The outstanding balance under the 2010 Revolving Credit Agreement was $7.0 million on March 31, 2012, which is includedreflected in non-current liabilities onin the Consolidated Balance Sheet. The agreement governing our 2010 Revolving Credit Agreement provides for borrowings of up to $40.0 million, lessaudited consolidated financial statements included elsewhere in this prospectus as the outstanding letters of credit, to be outstanding at any one time and matures inbalance is not due until December 2015.

Our 2010 Revolving Credit Agreement matures on December 22, 2015 and requires mandatory prepayments of the loans outstanding thereunder to the extent that total revolving exposures exceed total revolving commitments. Our 2010 Revolving Credit Agreement requires us to pay, from December 22, 2010 until the commitments expire under our 2010 Revolving Credit Agreement, a commitment fee ranging from 0.50% to 0.75% of the unused portion of the revolving commitment. We have the option to pay interest on outstanding balances based on (i) a floating base rate option equal to the greatest of (x) the prime rate in effect on such day (y) the federal funds effective rate in effect on such day plus ¹/₂ of 1%, and (z) one month LIBOR (but no less than 2%) plus 1%, or (ii) based on LIBOR, in each case plus a margin. The effective weighted-average interest rate under our revolving credit facility as of June 30, 2012 was 8.25%.

Our 2010 Revolving Credit Agreement includes certain representations and warranties, conditions precedent, affirmative covenants, negative covenants and events of default customary for agreements of this type. The negative covenants include a financial maintenance covenant comprised of a first lien leverage ratio calculated using Adjusted EBITDA, as defined in our 2010 Revolving Credit Agreement. Our 2010 Revolving Credit Agreement also contains certain covenants that, subject to certain exceptions, restrict paying dividends, incurring additional indebtedness, creating liens, making acquisitions or other investments, entering into certain mergers or consolidations, prepaying junior debt and selling or disposing of assets.

The indebtedness under our 2010 Revolving Credit Agreement is guaranteed by certain of our domestic subsidiaries and is secured by liens on substantially all of our assets. In addition, our obligations are secured by a pledge of all of the issued and outstanding shares of, or other equity interests in, certain of the our existing or subsequently acquired or organized domestic subsidiaries and a percentage of the capital stock of, or other equity interests in, certain of its existing or subsequently acquired or organized foreign subsidiaries. Due to the merger of AMI and AMOI, the borrower under the 2010 Revolving Credit Agreement is AMI. The equity interests of AMI have not been pledged to the lenders.

First Lien Notes

In December 2010, we issued $385.0 million aggregate principal amount of senior secured notes, which bear interest at a rate of 11.5% per annum, payable semi-annually and mature in December 2017 (the “First Lien Notes”). At June 30, 2012, the First Lien Notes represented an aggregate of $365.0 million of our indebtedness.

The indenture governing the First Lien Notes contains certain affirmative covenants, negative covenants and events of default customary for agreements of this type. For example, the indenture governing the First Lien Notes contains covenants that limit our ability and that of our restricted subsidiaries, subject to important exceptions and qualifications, to: borrow money; guarantee other indebtedness; use assets as security in other transactions; pay dividends on stock, redeem stock or redeem subordinated debt; make investments; enter into agreements that restrict the payment of dividends by subsidiaries; sell assets; enter into affiliate transactions; sell capital stock of subsidiaries; enter into new lines of business; and merge or consolidate. In addition, the indenture imposes certain requirements as to future subsidiary guarantors.

The First Lien Notes are guaranteed on a first lien senior secured basis by the same subsidiaries of the Company that guarantee our 2010 Revolving Credit Agreement. The First Lien Notes and the guarantees thereof are secured by a first-priority lien on substantially all of our assets (subject to certain permitted liens and exceptions), pari passu with the liens granted under our 2010 Revolving Credit Agreement, provided that in the event of a foreclosure on the collateral or of insolvency proceedings, obligations under our 2010 Revolving Credit Agreement will be repaid in full with proceeds from the collateral prior to the obligations under the First Lien Notes.

Interest on the First Lien Notes is payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2011. Interest accrues from the most recent date to which interest has been paid or, if no interest has been paid, from the issue date of such notes. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

In April 2011, we redeemed $10.0 million in aggregate principal amount of the First Lien Notes, which is reflected in the current portion of senior secured notes in the Consolidated Balance Sheet as of March 31, 2011, at a redemption price equal to 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest. In June 2011, we redeemed an additional $10.0 million aggregate in principal amount of the First Lien Notes at a redemption price equal to 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest.

Registration Rights Agreement

In connection with the issuance of the First Lien Notes, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the holders and the guarantors of the First Lien Notes, which, among other things, requires the Company to file an exchange offer registration statement (the “Exchange Offer Registration Statement”) with the Securities and Exchange Commission (the “SEC”). Pursuant to the Exchange Offer Registration Statement, the Company is required to offer to exchange up to $365.0 million of the 11.5% senior notes due 2017 (the “Exchange Notes”), which will be registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $365.0 million of our First Lien Notes, which we issued in December 2010.

The terms of the Exchange Notes will be substantially identical to the terms of the First Lien Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the First Lien Notes will not apply to the Exchange Notes.

The Company is required to commence the exchange offer once the Exchange Offer Registration Statement is declared effective by the SEC and use commercial reasonable efforts to complete the exchange offer no later than February 24, 2012. Since the exchange offer was not completed by February 24, 2012, a registration default has occurred (the “Registration Default”) and the interest on the First Lien Notes has increased by (a) 0.25% per annum for the 90 days in the period from February 24, 2012 to May 24, 2012 and the interest will continue to increase by an additional 0.25% per annum with respect to each subsequent 90 day period, up to a maximum increase of 1.0% per annum until the Registration Default is cured. The Registration Default does not impact the provisions of or our compliance with the First Lien Notes, Second Lien Notes or the 2010 Revolving Credit Agreement.

As of June 30, 2012, the Company has incurred approximately $0.3 million in additional interest on the First Lien Notes due to the Registration Default for the period from February 24, 2012 to June 30, 2012.

Second Lien Notes

In December 2010, we issued $104.9 million aggregate principal amount of senior secured notes, which bear interest at a rate of 13.5% per annum, payable semi-annually and mature in June 2018 (the “Second Lien Notes”). At June 30, 2012, the Second Lien Notes represented an aggregate of $104.9 million of our indebtedness.

The indenture governing the Second Lien Notes contains certain affirmative covenants, negative covenants and events of default customary for agreements of this type. For example, the indenture governing the Second Lien Notes contains covenants that limit our ability and that of our restricted subsidiaries, subject to important exceptions and qualifications, to: borrow money; guarantee other indebtedness; use assets as security in other transactions; pay dividends on stock, redeem stock or redeem subordinated debt; make investments; enter into agreements that restrict the payment of dividends by subsidiaries; sell assets; enter into affiliate transactions; sell capital stock of subsidiaries; enter into new lines of business; and merge or consolidate. In addition, the second lien indenture imposes certain requirements as to future subsidiary guarantors.

The Second Lien Notes are guaranteed on a second lien senior secured basis by the same subsidiaries of the Company that guarantee our 2010 Revolving Credit Agreement and the First Lien Notes. The Second Lien Notes and the guarantees thereof are secured by a second-priority lien on substantially all of our assets (subject to certain permitted liens and exceptions).

Covenant Compliance

As discussed above, our 2010 Revolving Credit Agreement and the indentures governing the First Lien Notes and the Second Lien Notes contain various restrictive covenants. Under our 2010 Revolving Credit Agreement, the first lien leverage ratio (total first lien debt to EBITDA, each as defined in our 2010 Revolving Credit Agreement) must be equal to or less than 4.75 to 1.00.

As of June 30, 2012, the first lien leverage ratio was 3.78 to 1.00 and the Company was in compliance with its covenants under the 2010 Revolving Credit Agreement and under the indentures governing the First Lien Notes and the Second Lien Notes.

Although there can be no assurances, we anticipate that, based on current projections (including projected borrowings and repayments under the 2010 Revolving Credit Agreement), our operating results for fiscal 2013 will be sufficient to satisfy the first lien leverage covenant under the 2010 Revolving Credit Agreement. Our ability to satisfy such financial covenant is dependent on our business performing in accordance with our projections. If the performance of our business deviates from our projections, we may not be able to satisfy such financial covenant. Our projections are subject to a number of factors, many of which are events beyond our control, which could cause our actual results to differ materially from our projections (see Risk Factors included elsewhere in this prospectus). If we do not comply with our financial covenant, we would default under the 2010 Revolving Credit Agreement, which could result in all of our debt being accelerated due to cross-default provisions in the Indentures governing the First Lien Notes and the Second Lien Notes.

We have the ability to incur additional debt, subject to limitations imposed by our 2010 Revolving Credit Agreement and the indentures governing the First Lien Notes and the Second Lien Notes. Under the indentures governing the First Lien Notes and the Second Lien Notes, in addition to specified permitted indebtedness, we will be able to incur additional indebtedness as long as on a pro forma basis our consolidated leverage ratio (total consolidated indebtedness to EBITDA, each as defined in the indentures) is less than 4.50 to 1.00.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

Adjusted EBITDA, a measure we use to gauge our operating performance, is defined as net income (loss) attributable to the Company plus interest expense, provision (benefit) for income taxes, depreciation of property and equipment, amortization of intangible assets, deferred debt costs and deferred rack costs, provision for impairment of intangible assets and goodwill, adjusted for gains or costs related to closures, launching or re-launches of publications, restructuring costs and severance and other one-time costs. We believe that the inclusion of Adjusted EBITDA is appropriate to evaluate our operating performance compared to our operating plans and/or prior years and to value prospective acquisitions. We also believe that Adjusted EBITDA is helpful in highlighting trends because Adjusted EBITDA excludes the impact of certain items that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Management believes our investors use Adjusted EBITDA as a gauge to measure the performance of their investment in the Company. Management compensates for limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting our business than GAAP results alone. Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to income from continuing operations as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentation of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

Set forth below is a reconciliation of net income (loss) attributable to American Media, Inc. and Subsidiaries to Adjusted EBITDA for the first fiscal quarters of 2013 and 2012, and for the fiscal years ended March 31, 2012, 2011 and 2010:

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

The impact that our aggregate contractual obligations as of March 31, 2012 are expected to have on our liquidity and cash flow in future periods is as follows:

In April 2005, the other limited liability company member licensed certain trademarks related to the Mr. Olympia fitness events (collectively, the “Olympia Trademarks”) to Olympia for $3.0 million, payable by the Company over a 10 year period (the “License Fee”). Upon the exercise of the Olympia Put Option or the Olympia Call Option, the ownership of the Olympia Trademarks will be transferred to Olympia and the License Fee will be due and payable upon such exercise. If the Olympia Put Option or the Olympia Call Option is not exercised, then Olympia will retain the license to the Olympia Trademarks in perpetuity upon final payment of the License Fee. We have assumed that such Olympia Call Option will be exercised in 2015.

(10)

On April 1, 2012, the Company and the other limited liability company member (the “LLC Member”) of Odyssey entered into a membership interest purchase agreement wherein the Company is required to purchase all of the LLC Member’s interest in Odyssey for approximately $13.3 million, payable on a quarterly basis over a two year period, after an initial $5.0 million payment in April 2012. In August 2012, the Conversion occurred and the membership interest purchase agreement was terminated and replaced by a preferred stock purchase agreement. The terms and conditions of the preferred stock purchase agreement are substantially the same as the membership interest purchase agreement. See Note 9, “Investments in Joint Ventures and Redeemable Noncontrolling Interest” to the audited consolidated financial statements and unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional information.

There have been no significant changes in our contractual obligations since March 31, 2012.

OFF-BALANCE SHEET FINANCING

We do not have any off-balance sheet financing arrangements.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts in our Consolidated Financial Statements. We evaluate our estimates on an on-going basis, including those related to revenue, trade receivables and allowance for doubtful accounts, goodwill and other intangible assets, income taxes and contingent liabilities.

We base our estimates on historical experience and on various other factors that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Due to the inherent uncertainty involved in making these estimates, actual results may differ from these estimates or our estimates may be affected by different situations or conditions.

Critical accounting policies are those that are both most important to the portrayal of a company’s financial position and results of operations, and require management’s most difficult, subjective or complex judgments. The following accounting policies and estimates are those that management deems most critical. For a complete listing of our significant accounting policies, see Note 1, “Description of Business, Basis of Presentation and Summary of Significant Accounting Policies,” to the Consolidated Financial Statements included elsewhere in this prospectus.

Revenue Recognition

Our revenues are primarily comprised of single copy, subscription and advertising. Single copy, subscription and advertising revenue and related expenses for our publications are recognized the date the publication goes on sale.

Revenues from single copy sales are recognized net of expected sales returns, after considering such factors as sales history and available market information. All our publications are sold with full return privileges. Our major U.S. and Canadian distributor provides us with weekly reporting on the actual returns by publication and by issue of each publication. We also receive sales data from certain retailers that sell our publications. We utilize these data sources as well as our long-term history of sales data by publication to estimate the actual anticipated sale of our publications and our experience has demonstrated that the actual sale of each issue of each magazine can be reasonably estimated based on this information. Our in-house circulation department has developed financial models that we utilize when projecting the anticipated sale of magazines. Revenues are presented net of amortization on the deferred rack costs, terminal and other short-term rack promotions and product placement costs (“retail display allowances and payments”) paid to the retailers and sales taxes.

Other revenues, primarily from marketing services performed for third parties by DSI, are recognized when the service is performed.

Trade Receivables and Allowance for Doubtful Accounts

Substantially all of our trade receivables are from single copy distributors, subscriptions and advertising customers. We maintain allowances for doubtful accounts for estimated losses resulting from our customers not making required payments. We make estimates of the collectability of trade receivables. We critically review trade receivables and analyze historical bad debts, past-due accounts, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.

Goodwill and Intangible Assets

Our reporting units and related indefinite-lived intangibles are tested annually during the fourth quarter of each fiscal year to determine whether their carrying value exceeds their fair value. Goodwill and other indefinite-lived intangible assets are also tested for impairment on an interim basis if an event occurs or circumstances change between annual tests that would indicate that impairment exists. Impairment losses, if any, are reflected in operating income or loss in the Consolidated Statements of Income (Loss). Our reporting units consist of each of our publications and other consolidated subsidiaries. The previously discussed change in our reporting segments did not impact our reporting units.