FORM 10-K - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
/x/ AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal year ended January 29, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ...... to ......
Commission file number 0-14399
Western Publishing Group, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1104930
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
444 Madison Avenue, New York, New York 10022
- - - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-688-4500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
-------------------
Common Stock, par value $ .01
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ or No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, is definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. /X/
The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant, computed by reference to the closing
sales price as quoted on NASDAQ on April 11, 1994, was approximately
$246,263,000.
As of April 11, 1994, 20,958,524 shares of the Registrant's $.01 par
value common stock were outstanding.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Robert A. Bernhard
Director since: 1986
Age: 65
Mr. Bernhard is President of Bernhard Management Corporation, investment
bankers, Co-Chairman of Munn, Bernhard & Associates, Inc., investment
managers, and a General Partner of Hycliff Partners, an investment
partnership, and has been engaged in the investment banking business for
more than twenty-six years, including as a partner at Lehman Brothers
and a partner in the Corporate Finance Department of Salomon Brothers
Inc. Mr. Bernhard is a Trustee and a Vice Chairman of Montefiore Medical
Center, a Trustee of Cooper Union for the Advancement of Science and
Art, a member of the Board of Trustees of Vassar College, a member of
the Board of Overseers of the Albert Einstein School of Medicine and a
member of the Harvard University Visiting Committee for the Art Museums.
He is also a member of the Board of Directors of Stone Energy
Corporation and SCP Communications, Inc.
Richard A. Bernstein
Director since: 1984
Age: 47
Mr. Bernstein is Chairman and Chief Executive Officer of Western
Publishing Group, Inc. and Chairman of Western Publishing Company, Inc.,
a wholly-owned subsidiary of Western Publishing Group, Inc., and has
served in such capacities since February 1984. From 1984 to July 1989,
Mr. Bernstein was also President of Western Publishing Group, Inc. In
November 1986, Mr. Bernstein became the Chairman, President and Chief
Executive Officer of Penn Corporation, then a newly-acquired subsidiary
of Western Publishing Group, Inc. He is President of P&E Properties,
Inc., a privately-owned commercial real estate ownership/management
company, and has served in that capacity for more than five years. Mr.
Bernstein is a member of the Regional Advisory Board of Chemical Bank, a
member of the Board of Trustees of New York University, a member of the
Board of Overseers of the New York University Stern School of Business,
a Director and Vice President of the Police Athletic League, Inc., a
member of the Board of Trustees of the Hospital for Joint Diseases/
Orthopaedic Institute, a member of the Board of Trustees of The Big
Apple Circus, Inc., a member of the Investment Advisory Board of the New
York State Employees Retirement System, a member of The New York State
Legislative Commission on Expenditure Review and a member of The
Economic Club of New York.
Frank P. DiPrima
Director since: 1990
Age: 56
Mr. DiPrima is President and Chief Operating Officer of Western
Publishing Group, Inc., serving in that capacity since May 1990. From
June 1987 to May 1990, Mr. DiPrima served as Executive Vice President
and Chief Operating Officer of Thompson Medical Company, Inc., a
corporation that owns and markets a variety of advertised
non-prescription drugs and at the time of Mr. DiPrima's employment also
owned and marketed SLIM-FAST products. Between June 1984 and June 1987,
Mr. DiPrima was Executive Vice President and Chief Operating Officer of
Jeffrey Martin, Inc., a national marketer of health and beauty aids.
Previously, Mr. DiPrima served for four years at Merck & Co., Inc., nine
years at Schering-Plough Corporation, and five years at Playboy
Enterprises, Inc. in various capacities in legal and financial affairs
and in general management. Mr. DiPrima is a member of the Board of
Directors of The Toy Manufacturers of America and is a former member of
the Board of Directors of the Nonprescription Drug Manufacturers
Association. He is admitted to practice law in the States of New York,
New Jersey, Illinois and Tennessee and in the District of Columbia.
Samuel B. Fortenbaugh III
Director since: 1989
Age: 60
Mr. Fortenbaugh has been a partner in the law firm of Morgan, Lewis &
Bockius since 1980, which firm rendered legal services to Western
Publishing Group, Inc. during Fiscal 1994. Mr. Fortenbaugh is a member
of the Board of Directors of Baldwin Technology Company, Inc., a public
corporation which is engaged in the manufacture of controls, instruments
and accessory equipment for printing presses.
Allan S. Gordon
Director since: 1986
Age: 52
Mr. Gordon is Managing Partner of the investment banking firm of Gordon,
Haskett & Co., a member firm of the New York Stock Exchange. Mr. Gordon
has been engaged in the investment banking business for more than five
years. Mr. Gordon is a Director of Edward S. Gordon Company, Inc.,
Meyers Parking System, Inc. and Guiding Eyes for the Blind, Inc.
Jenny Morgenthau
Director since: 1992
Age: 49
Ms. Morgenthau is Executive Director, Chief Executive and Chief
Operating Officer of The Fresh Air Fund, serving in that capacity since
1983. Between 1977 and 1983, Ms. Morgenthau was the Director, Office of
Program Planning, for the New York City Human Resources Administration.
Ms. Morgenthau is a member of the Board of Directors of Paul Newman's
Hole in the Wall Gang camp, The National Dance Institute, The Baron de
Hirsch Fund and the New York Chapter of The American Jewish Committee.
Michael A. Pietrangelo
Director since: 1989
Age: 51
Mr. Pietrangelo is engaged in the private practice of law with Johnson,
Weirich and Pietrangelo. From May 1990 through February 1994, he was
President and Chief Executive Officer of CLEO Inc, a subsidiary of
Gibson Greetings, Inc. From July 1989 through April 1990, Mr.
Pietrangelo served as President and Chief Operating Officer of Western
Publishing Group, Inc. Between 1985 and July 1989, Mr. Pietrangelo was
President of Schering-Plough's Personal Care Group. Mr. Pietrangelo is a
member of the Board of Directors of Universal Heights, Inc., Medicis
Pharmaceutical Corporation, The American Parkinson Disease Association
and The Memphis College of Art.
The information called for with respect to Executive Officers appears in
Part I of the Form 10-K, which was previously filed.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued by
Western and its subsidiaries during Fiscal 1994 to the Chief Executive
Officer and the four other most highly paid executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
\------ANNUAL COMPENSATION-----\ \-------LONG-TERM COMPENSATION------\
-------------------------------- -------------------------------------
Other Restricted Securities All Other
Fiscal Annual Stock Underlying LTIP Compensa-
Name and Principal Position Year Salary Bonus ($) Compensation Awards Options(#)(3) Payouts($) tion($)(4)
- - - ----------------------------------- ------ ------- --------- ------------ ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Bernstein 1994 529,231 - - - - - 15,133
Chairman and Chief Executive 1993 499,154 121,500(1) - - 25,000 - 14,671
Officer of Western Publishing 1992 455,477 - - - - - 11,752
Group, Inc.; Chairman, President
and Chief Executive Officer of
Penn Corporation.
Frank P. DiPrima 1994 480,099 - - - - - 12,471
President and Chief Operating 1993 461,417 100,000(1) - - - - 12,103
Officer of Western Publishing 1992 420,336 - - - - - 11,752
Group, Inc.
George P. Oess 1994 300,000 31,350(2) - - 70,000 - 83,867
President of Western Publishing 1993 298,462 - - - 20,000 - 14,671
Company, Inc. 1992 210,164 - - - - - 14,611
Bruce A. Bernberg 1994 230,000 23,650(2) - - - - 15,983
Senior Vice President, Finance and 1993 233,158 - - - 7,500 - 15,766
Administration of Western 1992 203,300 - - - - - 15,119
Publishing Company, Inc.
Steven M. Yanklowitz 1994 217,481 - - - - - 100,124
Executive Vice President of 1993 - - - - - - -
Western Publishing Company, Inc. 1992 - - - - - - -
from January 23, 1993
</TABLE>
(1) Reflects bonus earned during Fiscal 1993, paid in Fiscal 1994.
(2) Reflects bonus granted during Fiscal 1994, paid in Fiscal 1994.
(3) Options to acquire shares of Common Stock.
(4) Includes amounts contributed by the Company as 60% matching
contributions for the first 6% of earnings (to a maximum Company
contribution of $5,396) and a 3% annual Company contribution based on
employee's annual compensation (up to the Internal Revenue Service
limitation of $235,840 of compensation)to the Golden Comprehensive
Security Program (the "Program") in calendar 1993. In calendar year
1993, contributions to the Program with respect to Messrs. Bernstein,
DiPrima, Oess, Bernberg, and Yanklowitz were $12,471, $12,471, $12,471,
$12,296, and $1,737, respectively.
In calendar year 1992, contributions to the Program with respect to
Messrs. Bernstein, DiPrima, Oess and Bernberg were $12,103, $12,103,
$12,103 and $12,103, respectively.
In calendar year 1991, contributions to the Program with respect to
Messrs. Bernstein, DiPrima, Oess and Bernberg were $11,752, $11,752,
$11,316 and $11,184, respectively.
In addition, the following amounts were paid or accrued during the last
three years pursuant to the Executive Medical Reimbursement Plan and the
excess life insurance program:
In calendar year 1993, the Executive Medical Reimbursement Plan paid
premiums for each of Messrs. Bernstein, Oess, Bernberg and Yanklowitz of
$1,800. During the same period, the Company paid $862 for each of
Messrs. Bernstein, Oess and Bernberg for excess life insurance and $790
for Mr. Yanklowitz.
In calendar year 1992, the Executive Medical Reimbursement Plan paid
premiums for each of Messrs. Bernstein, Oess and Bernberg of $1,650.
During the same period, the Company paid $918 for each of Messrs.
Bernstein, Oess and Bernberg for excess life insurance.
In calendar year 1991, the Executive Medical Reimbursement Plan paid
premiums for each of Messrs. Oess and Bernberg of $1,373. During the
same period, the Company paid $1,032 for each of Messrs. Oess and
Bernberg for excess life insurance.
In 1993, $8,734 was paid for financial planning assistance to Mr. Oess,
$1,025 for financial planning assistance to Mr. Bernberg and $1,190 for
financial planning assistance to Mr. Yanklowitz.
In 1992, $1,095 was paid to Mr. Bernberg for financial planning
assistance.
In 1991, $1,530 and $890 was paid to Messrs. Bernberg and Oess for
financial planning assistance, respectively.
In Fiscal 1994, the Company established the Western Supplemental
Retirement Plan ("WSRP") for those executive officers designated by the
Board of Directors. The plan provides for contributions, as deemed
appropriate by the Board of Directors, with payment to the executive
officer upon termination (provided such termination is not for cause).
The assets of WSRP are considered general assets of the Company until
distributed to the executive officer. In Fiscal 1994, a contribution of
$60,000 was made to the WSRP for the benefit of Mr. Oess.
In conjunction with his employment, the Company agreed to relocate Mr.
Yanklowitz. The Company reimbursed Mr. Yanklowitz or expended on his
behalf $94,607 in calendar 1993 for such relocation. An additional
$68,321 was reimbursed to Mr. Yanklowitz or expended on his behalf
subsequent to the Company's fiscal year end. The costs of relocation
included such costs as real estate commission and closing costs on his
old residence, points and closing costs on his new residence, movement
of household effects, temporary living, house hunting trips and
reimbursement for income tax paid on those reimbursements which were
taxable. The amounts paid on Mr. Yanklowitz's behalf or reimbursed to
him, were generally in accordance with the policy afforded to other
senior executives who are relocated.
OPTION GRANTS IN THE LAST Fiscal YEAR:
<TABLE>
<CAPTION>
\-----INDIVIDUAL GRANTS----\ Potential Realizable
Number Percent of Value at Assumed Annual
Of Securities Total Options Rates of Stock Appreciation
Underlying Granted To For Option Term (2)
Options Employees In Exercise Price Expiration ---------------------------
Name Granted (#) Fiscal Year $/shr Date 5% 10%
- - - ---------------- ------------- ------------- -------------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Frank P. DiPrima 0(1) - - - 0 0
George P. Oess 70,000(3) 100.00% $12.50 11/30/03 550,283 1,394,525
</TABLE>
(1) Options to purchase 300,000 shares of Common Stock were granted in
Fiscal 1991 to Western Publishing Group, Inc.'s president in accordance
with his employment agreement. The options vest over a seven year period
and expire in 2001. Annually, or at its discretion more frequently, the
Stock Option Committee of The Board of Directors was required to
establish the exercise price with respect to 60,000 options. At January
29, 1994, all of the options have been priced, 60,000 each at $11.75,
$10.00 and $15.00 per share and 120,000 at $12.50 per share, which were
priced on November 29, 1993.
(2) The dollar gains under these columns result from calculations
assuming 5% and 10% growth rates as set by the SEC and are not intended
to forecast future price appreciation of Common Stock of the Company.
The gains reflect a future value based upon growth at these prescribed
rates. The Company is not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or volatile
factors.
It is important to note that options have value to the listed executives
and to all option recipients only if the stock price advances beyond the
grant date price shown in the table during the effective option period.
(3) The options granted to Mr. Oess were immediately vested on the date
granted.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL
YEAR AND FISCAL YEAR-END VALUE:
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options Held At In-The-Money Options
Shares January 29, 1994 (#) at January 29, 1994(1)
Acquired On Value -------------------------- --------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- - - -------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Bernstein 0 - 0 37,500 $ - $ 196,875
Frank P. DiPrima 0 - 119,000 180,000 927,250 1,210,000
George P. Oess 0 - 90,000 7,500 570,000 58,125
Bruce Bernberg 0 - 0 15,000 - 88,125
Steven M. Yanklowitz 0 - 0 0 - -
</TABLE>
(1) Market value of underlying securities at January 29, 1994 ($19.50),
minus the option exercise price.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Stock Price Performance Graph
Set forth below is a line graph comparing the cumulative total
stockholder return on the Company's Common Stock against the cumulative
total return of S & P 500 Companies compiled by the University of
Chicago Center for Research in Security Prices and an index of Peer
Group companies selected by the Company for the five-year period ended
December 31, 1993.
Date WPGI(1) S&P 500 Peer Group(2)
- - - -------- ------- ------- -------------
01/27/89 100.000 100.000 100.000
02/28/89 93.056 98.768 105.165
03/29/89 104.167 100.155 106.648
04/28/89 106.944 106.271 116.006
05/26/89 126.389 110.978 116.497
06/29/89 115.972 110.577 115.364
07/28/89 118.056 118.534 117.887
08/29/89 122.222 121.736 122.867
09/29/89 118.750 121.782 124.908
10/27/89 109.722 116.998 117.197
11/29/89 110.417 120.563 117.456
12/29/89 109.028 124.132 119.264
02/02/90 102.778 116.434 105.395
02/28/90 102.083 117.284 108.652
03/29/90 100.000 120.728 112.469
04/27/90 102.778 116.794 112.090
05/29/90 102.083 128.592 119.591
06/29/90 94.444 128.029 119.972
07/27/90 94.444 126.465 113.736
08/29/90 78.472 116.436 102.219
09/28/90 69.444 110.182 99.594
10/29/90 73.611 108.978 97.525
11/29/90 59.722 114.772 105.867
12/28/90 55.556 119.624 114.402
02/01/91 64.583 125.225 116.127
02/28/91 66.667 134.550 123.754
03/28/91 68.056 137.834 127.888
04/29/91 65.278 137.540 126.023
05/29/91 75.000 141.453 121.092
06/28/91 63.889 137.556 113.936
07/29/91 65.278 142.193 114.424
08/29/91 58.333 147.782 115.622
09/27/91 63.889 144.124 114.217
10/29/91 74.306 146.462 117.781
11/29/91 73.611 140.952 108.758
12/27/91 85.417 153.054 120.027
01/31/92 95.833 154.233 127.027
02/28/92 102.778 156.212 133.935
03/27/92 100.000 153.095 132.995
04/29/92 93.056 156.428 128.165
05/29/92 96.528 158.325 129.910
06/29/92 84.722 156.101 128.772
07/29/92 102.778 161.502 131.627
08/28/92 102.778 159.160 128.155
09/29/92 115.278 160.317 129.208
10/29/92 102.083 162.299 135.276
11/27/92 102.778 166.493 138.600
12/29/92 116.667 170.004 141.919
01/29/93 96.528 170.462 139.220
02/26/93 100.694 172.778 136.943
03/29/93 86.111 176.057 142.600
04/29/93 77.083 171.653 140.793
05/28/93 89.583 176.619 147.211
06/29/93 92.361 177.172 147.262
07/29/93 79.861 177.271 148.351
08/27/93 89.583 181.723 150.249
09/29/93 84.722 182.040 156.857
10/29/93 82.639 184.947 159.654
11/29/93 69.444 183.345 155.710
12/29/93 102.778 187.071 162.733
01/28/94 108.333 190.561 162.443
The Peer Group is comprised of other publishing and related companies of
comparable size, complexity and quality as selected by the Company with
the assistance of an outside consultant. The Peer Group consists of the
following companies: American City Business Journals Inc., American
Greetings Corporation, Artistic Greetings Inc., Banta Corp., Commerce
Clearing House, Inc., Courier Corporation, Daily Journal Corp. S.C.,
Gibson Greetings Inc., Intervisual Books Inc., John Wiley and Sons Inc,
Multimedia Incorporated, Pharmaceuticals Marketing Services, Plenum
Publishing Corporation, Price Stern Sloan Inc., Pulitzer Publishing Co.,
Scholastic Corporation, Thomas Nelson Inc., Topps Company Inc., United
Newspapers Public Ltd. Co. ADR and Waverly Incorporated.
The return of the Peer Group and the Company have been weighted
according to their respective market capitalization for the purpose of
calculating returns. The calculation assumes that $100 was invested at
the close of business at December 31, 1988 in the Company's Common
Stock, the S & P 500 Index and the selected Peer Group. The total return
calculated assumes the reinvestment of dividends. The Company does not
pay a dividend.
Directors Remuneration. Employee directors receive no additional
compensation for services on the Board of Directors or committees
thereof. Each non-employee director of Western receives an annual
retainer fee in the amount of $15,000 together with a fee in the amount
of $500 for each meeting of the Board of Directors attended and related
out-of-pocket expenses.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership as of April 11, 1994 (except as set forth in notes
3, 4 and 5) of Western Publishing Group, Inc.'s Series A Convertible
Preferred Stock and Common Stock by each person or group known by
Western Publishing Group, Inc. to be the beneficial owner of more than
5% of the Common Stock:
<TABLE>
<CAPTION>
Beneficial Ownership of Common Stock(1)
----------------------------------------------
Number of Shares
Name and Address of Convertible Number of Shares
of Beneficial Owner Preferred Stock of Common Stock Percentage
- - - ------------------------ ---------------- ---------------- ----------
<S> <C> <C> <C>
Richard A. Bernstein 9,200 4,248,437(2) 20.09%
444 Madison Avenue
New York, New York 10022
The Gabelli Group, Inc. 0 3,576,856(3) 17.07%
655 Third Avenue
New York, New York 10017
The Prudential Insurance 0 1,800,045(4) 8.59%
Company of America
751 Broad Street
Newark, New Jersey 07102
Leon G. Cooperman 0 1,050,400(5) 5.01%
c/o Omega Advisors, Inc.
88 Pine Street
Wall Street Plaza
New York, New York 10005
</TABLE>
(1) Except where otherwise indicated, all parties listed above have sole
voting and dispositive power over the shares beneficially owned by them.
(2) Includes 400,000 shares of Common Stock owned by a trust for the
benefit of Mr. Bernstein dated March 16, 1978 and 95,771 shares of
Common Stock owned by The Richard A. Bernstein Trust of 1986 ("1986
Trust") and includes 191,667 shares of Common Stock issuable upon
conversion of the beneficial owner's shares of Series A Convertible
Preferred Stock. Each share of Series A Convertible Preferred Stock is
convertible at any time into 20.833 shares of Common Stock. Mr.
Bernstein has no voting or investment power over the shares in the 1986
Trust. Also includes 60,000 shares of Common Stock owned by The Richard
A. and Amelia Bernstein Foundation, Inc. as to which Mr. Bernstein has
shared voting and dispositive power, but Mr. Bernstein disclaims any
other beneficial interest in such shares.
(3) The Gabelli Funds, Inc. has reported to Western Publishing Group,
Inc. that GAMCO Investors, Inc. beneficially owned, as of February 15,
1994, 2,816,815 shares of Common Stock, including sole voting power with
respect to 2,537,315 shares and sole dispositive power with respect to
2,816,815 shares; Gabelli Funds, Inc. beneficially owned, as of such
date, 750,000 shares of Common Stock, including sole voting and
dispositive power with respect to 750,000 shares, and Gabelli & Company,
Inc. beneficially owned, as of such date, 10,041, shares including sole
voting and dispositive power with respect to 41 shares and shared voting
and dispositive power with respect to 10,000 shares. Furthermore,
Gabelli Funds, Inc. is deemed to have beneficial ownership of the
securities beneficially owned by each of the persons listed in this
footnote other than Mr. Mario Gabelli. Mr. Gabelli is the majority
stockholder, controls and acts as chief investment officer for each of
the foregoing reporting persons. Furthermore, Mr. Gabelli is deemed to
have beneficial ownership of the securities beneficially owned by each
of the foregoing persons.
(4) The Prudential Insurance Company of America has reported to Western
Publishing Group, Inc. that, as of December 31, 1993, it beneficially
owned 1,800,045 shares of Common Stock of Western Publishing Group, Inc.
and it exercises sole voting and dispositive power with respect to
950,400 shares and shared voting and dispositive power with respect to
849,645 shares which are held for the benefit of its clients by its
separate accounts, externally managed accounts, registered investment
companies, subsidiaries and/or other affiliates.
(5) Leon G. Cooperman, c/o Omega Advisors, Inc. has reported to Western
Publishing Group, Inc. that, as of January 21, 1994, he beneficially
owned 1,050,400 shares of Common Stock and that he possesses sole voting
and dispositive power with respect to shares of Common Stock which are
held for the benefit of his clients by Omega Capital Partners, L.P.
(310,400 shares), Omega Institutional Partners, L.P. (305,900 shares),
Omega Overseas Partners, Ltd. (263,800 shares) and shared voting power
and dispositive power (with the owners of the managed accounts) with
respect to shares which are held on behalf of various managed accounts
(170,300).
Stock Ownership of Directors and Executive Officers
The following table sets forth certain information regarding the
beneficial ownership as of April 11, 1994 of Series A Convertible
Preferred Stock and Common Stock by (i) each director of Western
Publishing Group, Inc. and its subsidiaries, (ii) each executive officer
named in The Summary Compensation Table on page 4 and (iii) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Beneficial Ownership of Common Stock(1)
--------------------------------------------------
Number of Shares Number of Percentage
of Convertible Shares of of
Benefical Owner Preferred Stock Common Stock(2) Common Stock(2)
- - - --------------------------- ---------------- --------------- ---------------
<S> <C> <C> <C>
Robert A. Bernhard 972 191,005 *
Richard A. Bernstein 9,200 4,248,437(3) 20.09%
Bruce A. Bernberg 0 52,521 *
Frank P. DiPrima 0 180,000(4) *
Samuel B. Fortenbaugh, III 0 2,000 *
Allan S. Gordon 610(6) 77,708(6) *
Jenny Morgenthau 0 2,000 *
George P. Oess 0 145,000(5) *
Michael A. Pietrangelo 0 5,000 *
Steven M. Yanklowitz 0 0 *
All directors and executive 10,832 5,173,673(7) 24.07%
officers as a group
(20 individuals)
</TABLE>
- - - ----------
* Represents less than 1% of the Common Stock outstanding.
(1) Except where otherwise indicated, all parties listed above have sole
voting and dispositive power over the shares beneficially owned by them.
Adjustments are made to avoid double counting of shares as to which more
than one beneficial owner is listed.
(2) Includes shares of Common Stock issuable upon conversion of the
beneficial owner's shares of Series A Convertible Preferred Stock. Each
share of Series A Convertible Preferred Stock is convertible at any time
into 20.833 shares of Common Stock.
(3) Includes 400,000 shares of Common Stock owned by a trust for the
benefit of Mr. Bernstein dated March 16, 1978 and 95,771 shares of
Common Stock owned by The Richard A. Bernstein Trust of 1986 ("1986
Trust"). Mr. Bernstein has no voting or dispositive power over the
shares in the 1986 Trust. Also includes 60,000 shares of Common Stock
owned by The Richard A. and Amelia Bernstein Foundation, Inc. as to
which Mr. Bernstein has shared voting and dispositive power, but Mr.
Bernstein disclaims any other beneficial interest in such shares.
(4) Includes 179,000 shares of Common Stock which may be acquired by Mr.
DiPrima within 60 days upon exercise of options granted under the
Amended and Restated 1986 Employee Stock Option Plan.
(5) Includes 90,000 shares which may be acquired by Mr. Oess within 60
days upon exercise of options granted under the Amended and Restated
1986 Employee Stock Option Plan.
(6) Includes 15,000 shares of Common Stock and 100 shares of Series A
Convertible Preferred Stock owned by Gordon Family Associates as to
which Mr. Gordon has sole voting and dispositive power. Mr. Gordon
disclaims beneficial ownership to the extent of the interests of the
other partners of that partnership.
(7) Includes 309,000 shares of Common Stock of Western Publishing Group,
Inc. which may be acquired by certain directors and executive officers
within 60 days upon exercise of options granted under the Amended and
Restated 1986 Employee Stock Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In Fiscal 1994, the Company paid 49-50 Associates ("49-50"), a
partnership in which Mr. Bernstein is the Managing General Partner, rent
for the premises occupied by the Company's corporate headquarters. The
rental payments totalled $57,558. In Fiscal 1994, the Company paid P&E
Properties, Inc. ("P&E Properties"), a corporation owned by Mr.
Bernstein, approximately $200,000 to reimburse P&E Properties for the
use of an airplane owned by P&E Properties. When commercially available
flights are available to the destination, the Company reimburses P&E
Properties at the rate of the normal first class fare. When commercial
flights are not available, the Company reimburses P&E Properties at an
amount equal to the hourly variable operating costs of the airplane,
times the number of hours of use. The Company also reimburses P&E
Properties for out-of-pocket expenditures made by P&E Properties on the
Company's behalf.
Salaries are paid by P&E Properties to Mr. Bernstein and certain other
officers whose services are rendered to P&E Properties. Salaries paid to
such persons were not related to services performed by P&E Properties
for the Company. None of the services provided by P&E Properties to the
Company were provided pursuant to a written agreement. The Company
believes that the terms of its transactions with P&E Properties were no
less favorable than could have been obtained from unaffiliated third
parties on an arm's-length basis.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: May 31, 1994
Western Publishing Group, Inc.
By: /s/ Richard A. Bernstein
Richard A. Bernstein,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been executed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
Signature Title Date
- - - ------------------------------ ----------------------------- ------------
/s/ Richard A. Bernstein Chairman, Chief Executive May 31, 1994
Richard A. Bernstein Officer and Director
(Principal Executive Officer)
/s/ Stuart Turner Executive Vice President, May 31, 1994
Stuart Turner Treasurer and Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ Frank P. DiPrima President, Chief Operating May 31, 1994
Frank P. DiPrima Officer and Director
/s/ Allan S. Gordon Director May 31, 1994
Allan S. Gordon
/s/ Robert A. Bernhard Director May 31, 1994
Robert A. Bernhard
/s/ Samuel B. Fortenbaugh, III Director May 31, 1994
Samuel B. Fortenbaugh, III
/s/ Michael A. Pietrangelo Director May 31, 1994
Michael A. Pietrangelo
/s/ Jenny Morgenthau Director May 31, 1994
Jenny Morgenthau
