American Media, Inc., Agrees to Acquire Weider Publications, Inc.

Business Editors

NEW YORK--(BUSINESS WIRE)--Nov. 27, 2002

American Media, Inc., Evercore Partners and Weider Health and Fitness announced today that they have reached an agreement for AMI and Evercore to acquire Weider Publications, Inc. and its related properties for aggregate consideration of $350 million.

AMI and Evercore had aggressively pursued Weider since September, when

the leading worldwide publisher of health & fitness titles indicated WPI was reviewing its strategic alternatives.

The transaction has been structured to allow for a significant step-up in the assets for tax purposes. AMI expects this structure to provide significant incremental cash flow benefits on an after-tax basis. The transaction will be accretive to AMI's EBITDA immediately. The transaction, subject to customary closing conditions including regulatory approval, is expected to close in the first quarter of 2003.

Weider Publications has achieved strong growth in the past several years, capitalizing on the fitness boom both here and abroad. Weider's advertising revenues have more than doubled since 1997, while circulation has grown at a 16% CAGR, the highest in the industry.

In announcing the acquisition, American Media, Inc. Chairman David J. Pecker said, "Joe Weider is a true visionary, and his accomplishment in building the company with his brother Ben rivals any publishing industry success story. We are acquiring a wonderful company with terrific employees and strong management."

Evercore Partners President Austin Beutner added, "When we purchased American Media in 1999, our goal was to make sure that every one of our publications was the market leader. Evercore Partners is a company committed to creating shareholder value, and investments like Weider are an important part of our long-term growth strategy for AMI."

Commenting on the sale, Weider Publications Chairman Eric Weider said, "Our combination with AMI assures the continued growth of the company that my uncle Joe Weider founded more than 60 years ago and reflects the fulfillment of the Weiders' vision and the contribution of the company's more than 400 employees."

Mr. Pecker noted that all seven magazines that comprise Weider Publications are each leaders in their respective categories of the health & fitness market and represent more than 60 years of brand equity. These properties include:

- Muscle & Fitness, Flex, Muscle & Fitness Hers and Men's Fitness - these titles make up the Weider Enthusiast Group and are the dominant magazines for serious fitness enthusiasts, both male & female. Total readership is more than 15 million.

- Shape, Fit Pregnancy and Natural Health - these titles make up the Weider Active Lifestyle Group and are leading titles in the women's active lifestyle, pre & post natal fitness and self-care categories. These titles have a readership in excess of 8 million, with Shape the market leader in both circulation and advertising.

The company has multiple international editions of its titles and multi-media properties that complement them. It also has a significant presence in event marketing through its sponsorship of the Mr. and Ms. Olympia contests and other competitions sanctioned by the International Federation of Body Builders, as well as other non-publishing related fitness enterprises.

Evercore Partners and Mr. Pecker acquired American Media, Inc. in May of 1999. Since then they have redesigned and repositioned the company's six tabloids, launched two automotive magazines and one Latino entertainment title, and created a group that consists of the two best selling magazines in the country music market. Revenues and EBITDA at AMI have increased by almost 50% since Mr. Pecker and Evercore Partners took over.

"With the acquisition of Weider," Mr. Pecker commented, "AMI will dramatically expand our consumer magazine division and transform itself into a major media company with a better balanced portfolio of revenues between circulation and advertising. Today, from celebrity journalism to country music, we have the #1 market share in all of our targeted publication categories, and the Weider acquisition gives us this same preeminence in the health & fitness industries."

J.P. Morgan Securities Inc. and Bear, Stearns & Co. acted as financial advisors to AMI and Evercore and are providing financing in connection with the transaction. Simpson Thacher & Bartlett provided legal counsel to AMI and Evercore. Rothschild Inc. acted as exclusive financial advisor and Latham & Watkins provided legal counsel to Weider.

American Media, Inc. is one of the largest media companies in the U.S. The company publishes six of the 14 best selling weekly magazines, including the #2 and #4 titles, the National Enquirer and Star. The company also publishes the best selling country music magazines, Country Weekly and Country Music, a Latino entertainment magazine, Mira!, a mass market automotive magazine, AMI's Auto World, more than 200 Mini-Mags and Digests, and recently launched its own book division. Besides print properties, American Media owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company. AMI also owns the magazine industry's leading newsstand marketing company, Distribution Services Inc.

Evercore Partners, based in New York and Los Angeles, makes private equity investments through its Evercore Capital Partners affiliate and venture investments through its Evercore Ventures affiliate. Evercore also provides strategic, financial and restructuring advisory services. Evercore Capital Partners' investments include: American Media, Vertis, Resources Connection, Energy Partners, Continental Energy Services and Telenet. Ventures investments include Boingo, Panasas, USBX, Go2Systems, Business.com and Atheros. Recent advisory work includes advising Readers' Digest on its recapitalization (pending) and General Mills on its acquisition of Pillsbury from Diageo plc.