UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 18~~March 11, ~~2007~~2009

SOURCE INTERLINK COMPANIES, INC.

(Exact name of registrant as specified in this charter)

Delaware	001-13437	~~001~~20-~~13437~~2428299	~~20-2428299~~
(State or other jurisdiction		(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		File Number)	Identification No.)

27500 Riverview Center Blvd., Suite 400, Bonita Springs, FL 34134

(Address of Principal Executive Offices and Zip Code)

Registrant’'s Telephone Number, including area code: (239) 949-4450

Not applicable

(Former Name or Former Address, if Changes Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o [ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o [ ]Soliciting ~~material~~ material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o [ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.0102 —– ~~Regulation~~Termination FDof ~~Disclosure~~a Material Definitive Agreement.

On ~~June 19~~March 11, ~~2007~~2009, the Compensation Committee of the Board of Directors of the Company terminated the Source Interlink Companies, Inc. ~~will~~ ~~hold~~Supplemental aExecutive Retirement ~~meeting~~Plan ofeffective ~~persons~~February ~~interested~~1, in2009. In ~~participating~~connection inwith the ~~syndication~~ oftermination, ~~certain~~the ~~credit~~Company ~~facilities~~agreed to bemake ~~arranged~~payments ~~for~~to ~~our~~the ~~benefit~~individuals ornamed below in ~~purchasing notes~~the toamounts beset ~~issued~~forth byopposite useach torespective ~~finance the acquisition of Primedia Enthusiast~~individual’s ~~Media, Inc~~name. At All ~~this~~settlement ~~meeting,~~payments we will ~~present~~ ~~the~~become ~~following~~payable ~~summary~~between ~~terms~~February of1, 2010 ~~the~~and ~~proposed~~January ~~senior~~31, ~~secured credit facilities:~~2011.

Borrower:		Source Interlink Companies, Inc.(the “Borrower”)
James R. Gillis	$1,835,153
Guarantors:		Fully and unconditionally guaranteed on a joint and several basis by the Borrower and all of the existing and future, direct and indirect, wholly-owned, restricted, material domestic subsidiaries of the Borrower, except any indirect subsidiaries constituting controlled foreign corporations.
Alan Tuchman	$318,168
RC Borrowing Base:		Sum of (i) the lower of (x) 85% of the net orderly liquidation value of, and (y) 65% of the cost of, all eligible inventory of the Borrower and its subsidiaries and (ii) 85% of eligible accounts receivable of the Borrower and its Subsidiaries
Marc Fierman	$206,945
Security:		RC: First priority lien in all present and after-acquired accounts receivable, inventory and certain other assets of Borrower and the Guarantors and all proceeds of the foregoing, and a second lien on TLB collateral TLB: A first priority security interest in substantially all of the present and after-acquired assets of the Borrower and each Guarantor, and a second lien on RC collateral.
Structure:		$1,180mm Senior Secured Credit Facilities consisting of: - $300mm Asset Based Revolving Credit Facility (“RC”) - $880mm Term Loan B (“TLB”)
Accordion:		TLB: $200mm
Tenor:		RC:	6 years
		TLB:	7 years
Amortization:		RC:	None
		TLB:	1% per annum with the remainder due at maturity
Financial Covenants:		RC:	None
		TLB:	None
Negative Covenants:		Usual and customary for transactions of this type
Mandatory Prepayments:		(i) 50% of Excess cash flow (ii) 100% of Debt Issuances (excluding permitted debt, with leverage-based step-downs to be agreed) (iii) 100% of Asset Sales (subject to exceptions and re-investment rights)

2SIGNATURES

InPursuant to ~~addition,~~the werequirements ~~will~~of ~~provide~~the Securities Exchange Act of 1934, the ~~following~~registrant ~~financial~~has ~~information~~duly ~~concerning~~caused ~~Primedia~~this ~~Enthusiast~~report ~~Media,~~to ~~Inc~~be signed on its behalf by the undersigned thereunto duly authorized.:

~~PUBLISHING~~Date: March 17, 2009

(in ‘000s)	For the Year Ended December 31,									LTM
AS REPORTED HISTORICAL FINANCIAL PERFORMANCE	2004			2005			2006			3/31/2007
Revenues	$	516,632		$	504,638		$	524,836		$	526,836
EBITDA	107,607			98,152			97,411			103,511
Margin %	20.8		%	19.4		%	18.6		%	19.6		%
Pro Forma Adjustments:
Revenue: Sale of Climbing and Other	($3,601		)	($2,717		)	($2,153		)	($1,517		)
EBITDA: Prior Corp. Overhead Allocation	$	8,142		$	8,476		$	8,146		$	8,102
EBITDA: Adjustment for Rent and Distribution Cost Savings	2,700			3,300			—			—
EBITDA: Sale of Climbing and Other	664			931			887			53

SOURCE INTERLINK COMPANIES, INC.

By: /s/ Marc Fierman

Marc Fierman

Executive Vice President and Chief Financial Officer

	For the Year Ended December 31,									LTM
PRO FORMA ADJUSTED HISTORICAL FINANCIAL PERFORMANCE	2004			2005			2006			3/31/2007
Revenues	$	513,031		$	501,921		$	522,683		$	525,319
Segment EBITDA (excludes shared services) (1)	119,113			110,859			106,444			111,666
Margin %	23.2		%	22.1		%	20.4		%	21.3		%

(1) LTM EBITDA including the shared services allocation and annualized cost savings is $110.3 million.

Pursuant to General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 18, 2007

SOURCE INTERLINK COMPANIES, INC. By: /s/ Marc Fierman Marc Fierman Executive Vice President and Chief Financial Officer

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