<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
------------------------
WESTERN PUBLISHING GROUP, INC.
(Name of Registrant as Specified in its Charter)
WESTERN PUBLISHING GROUP, INC.
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
[COMMON STOCK, PAR VALUE $1.00]
(2) Aggregate number of securities to which transactions applies:
[N/A]
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
[N/A]
(4) Proposed maximum aggregate value of transaction:
[N/A]
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
- ------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[LOGO] WESTERN PUBLISHING GROUP, INC.
444 Madison Avenue, New York, New York 10022 (212) 688-4500
RICHARD A. BERNSTEIN
Chairman and
Chief Executive Officer
September 1, 1994
Dear Western Publishing Group, Inc. Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to
be held at The Radisson Plaza Hotel, 100 West Michigan Avenue, Kalamazoo,
Michigan on September 29, 1994. Information about the meeting, nominees for
Directors and the proposals to be considered is presented in the Notice of
Annual Meeting and the Proxy Statement on the following pages.
In addition to the formal items of business to be brought before the
meeting, there will be a report on our Company's operations during Fiscal 1994.
This will be followed by a question and answer period.
Your participation in Western's affairs is important, regardless of the
number of shares you hold. To ensure your representation, even if you cannot
attend the meeting, please sign, date and return the enclosed proxy promptly.
We look forward to seeing you on September 29th.
Sincerely,
Richard A. Bernstein
Richard A. Bernstein
Chairman of the Board and
Chief Executive Officer
TELECOPIER (212) 888-5025
<PAGE>
WESTERN PUBLISHING GROUP, INC.
------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 29, 1994
------------------------------------------------------------------
The Annual Meeting of Stockholders of Western Publishing Group, Inc., a
Delaware corporation, will be held at The Radisson Plaza Hotel, 100 West
Michigan Avenue, Kalamazoo, Michigan, on Thursday, September 29, 1994, at 11:30
a.m., local time, for the following purposes:
1. To elect six members of the Board of Directors to serve until the
next Annual Meeting and until their successors have been duly elected and
qualified.
2. To approve and ratify the appointment of Deloitte & Touche as
Western Publishing Group, Inc.'s independent auditors for the fiscal year
ending January 28, 1995.
3. To transact such other business as may properly come before the
Annual Meeting or any and all postponements or adjournments thereof.
Stockholders of record at the close of business on August 1, 1994 shall be
entitled to notice of, and to vote at, the Annual Meeting or any and all
postponements or adjournments thereof. A complete list of holders of Common
Stock entitled to vote at the Annual Meeting, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder, will be available at the Annual Meeting and will
be available for examination by any stockholder for any purpose germane to the
Annual Meeting during ordinary business hours for a period of ten days prior to
the Annual Meeting at the offices of Western Publishing Group, Inc., 444 Madison
Avenue, New York, New York 10022.
By Order of the Board of Directors
James A. Cohen
Secretary
September 1, 1994
New York, New York
IMPORTANT
TO ASSURE PROPER REPRESENTATION AT THE ANNUAL MEETING, ALL STOCKHOLDERS
ARE REQUESTED TO FILL IN AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ACCOMPANYING ENVELOPE.
<PAGE>
WESTERN PUBLISHING GROUP, INC.
444 MADISON AVENUE
NEW YORK, NEW YORK 10022
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 29, 1994
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Western Publishing Group, Inc., a Delaware corporation
(the 'Company' or 'Western'), of proxies to be voted at the Annual Meeting of
Stockholders (the 'Annual Meeting') to be held at The Radisson Plaza Hotel, 100
West Michigan Avenue, Kalamazoo, Michigan on September 29, 1994, at 11:30 a.m.,
local time, or any and all postponements or adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting.
This Proxy Statement, the Notice of Annual Meeting and the accompanying
proxy card are first being mailed to stockholders on or about September 1, 1994.
A copy of Western Publishing Group, Inc.'s Annual Report for the Fiscal
year ended January 29, 1994 ('Fiscal 1994') is being sent to each stockholder of
record as of August 1, 1994.
VOTING OF PROXIES
Stockholders of record at the close of business on August 1, 1994 will be
entitled to notice of and to vote the shares of Common Stock of Western
Publishing Group, Inc., $.01 par value (the 'Common Stock'), held by them on
such date at the Annual Meeting or any and all postponements or adjournments
thereof. The Common Stock is Western Publishing Group, Inc.'s only class of
outstanding voting securities, and each share of Common Stock entitles the
holder to one vote. On August 1, 1994, 21,018,524 shares of Common Stock were
outstanding and entitled to vote at the Annual Meeting. The presence, in person
or by proxy, of a majority of the shares of Common Stock outstanding on August
1, 1994 will constitute a quorum for the Annual Meeting.
If the accompanying proxy card is properly signed and returned to Western
Publishing Group, Inc. and not revoked, it will be voted in accordance with the
instructions contained therein. Unless contrary instructions are given, the
persons designated as proxy holders in the accompanying proxy card will vote for
the slate of nominees for the Board of Directors, for approval and ratification
of the appointment of Deloitte & Touche as Western Publishing Group, Inc.'s
independent auditors for the Fiscal year ending January 28, 1995 ('Fiscal 1995')
and in their own discretion as to all other matters. Management is not aware of
any other matters to be presented for action at the Annual Meeting. Each such
proxy granted may be revoked by the stockholder giving such proxy at any time
before it is exercised by filing with the Secretary of Western Publishing Group,
Inc., at the address set forth above, a revoking instrument or a duly executed
proxy bearing a later date. The powers of the proxy holders will be suspended if
the person who executed a proxy attends the Annual Meeting in person and so
requests. Attendance at the Annual Meeting will not in itself constitute
revocation of the proxy.
If a stockholder has invested in the Common Stock through the Company
401 (k) plan, the proxy will also serve as voting instructions for the trustee
for the 401 (k) plan. The Trustee will vote unallocated shares of the Common
Stock in the 401 (k) plan and allocated shares for which it has not received
timely direction in its discretion pursuant to its obligations as a fiduciary.
Assuming a quorum, the six nominees receiving a plurality of the votes cast
at the Annual Meeting for the election of directors will be elected as
directors. The affirmative vote of a majority of the shares of Common Stock
present in person or by proxy at the Annual Meeting and entitled to vote is
required to approve and ratify the appointment of Deloitte & Touche as the
Company's independent auditors for Fiscal 1995.
<PAGE>
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be counted for purposes of determining
the presence or absence of a quorum on the election of directors, but will have
no other effect. With regard to the proposed approval and ratification of the
appointment of Deloitte & Touche, votes may be cast for or against or
abstentions may be specified. Abstentions specified on the proposal to approve
and ratify the appointment of Deloitte & Touche will be counted as present for
purposes of determining the presence or absence of a quorum on that proposal.
Since the proposal to approve and ratify the appointment of Deloitte & Touche
requires the approval of a majority of the shares of Common Stock present in
person or by proxy and entitled to vote, abstentions will have the same effect
as a vote against such proposal. Broker non-votes will be counted for purposes
of determining the presence or absence of a quorum, but will have no effect on
the outcome of the election of directors or the proposal to approve and ratify
the appointment of Deloitte & Touche.
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership as of August 1, 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) 20.03%
444 Madison Avenue
New York, New York 10022
The Gabelli Group, Inc ....... 0 4,088,090(3) 19.45%
655 Third Avenue
New York, New York 10017
The Prudential Insurance ..... 0 1,800,045(4) 8.56%
Company of America
751 Broad Street
Newark, New Jersey 07102
Leon G. Cooperman ........... 0 1,050,400(5) 5.00%
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.
(footnotes continued on next page)
2
<PAGE>
(footnotes continued from preceding page)
(3) The Gabelli Funds, Inc. has reported to Western Publishing Group, Inc. that
GAMCO Investors, Inc. beneficially owned, as of August 9, 1994, 3,271,015
shares of Common Stock, including sole voting power with respect to
2,947,015 shares and sole dispositive power with respect to 3,271,015
shares; Gabelli Funds, Inc. beneficially owned, as of such date, 770,000
shares of Common Stock, including sole voting and dispositive power with
respect to 770,000 shares, and Gabelli & Company, Inc. beneficially owned,
as of such date, 11,075 shares including sole voting and dispositive power
with respect to 75 shares and shared voting and dispositive power with
respect to 11,000 shares. Additionally, Gabelli International Limited
beneficially owned, as of such date, 35,000 shares of Common Stock,
including sole voting and dispositive power with respect to 35,000 shares,
and Gabelli Associates Limited beneficially owned, as of such date, 1,000
shares including sole voting and dispositive power with respect to 1,000
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 shares).
PROPOSAL 1
ELECTION OF DIRECTORS
A board of six directors is to be elected at the Annual Meeting. The Board
of Directors proposes the election of the following six nominees to serve until
the next Annual Meeting and until their successors are duly elected and
qualified:
Robert A. Bernhard
Richard A. Bernstein
Samuel B. Fortenbaugh III
Allan S. Gordon
Jenny Morgenthau
Michael A. Pietrangelo
All of the above listed persons are, at present, members of the Board of
Directors. The Board of Directors has no reason to believe that any of the
foregoing nominees will not serve if elected, but if any of them should become
unavailable to serve as a director or be withdrawn from nomination, and if the
Board of Directors shall designate a substitute nominee, the persons named as
proxy holders will vote for the substitute nominee.
If elected, all nominees are expected to serve until the 1995 Annual
Meeting of Stockholders and until their successors are duly elected and
qualified.
3
<PAGE>
VOTE REQUIRED FOR APPROVAL
The six nominees for election as directors at the Annual Meeting who
receive the greatest number of votes cast for the election of directors by the
holders of the Corporation's Common Stock entitled to vote at the Annual
Meeting, a quorum being present, shall become directors at the conclusion of the
tabulation of votes.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
THE NOMINEES SET FORTH IN PROPOSAL 1.
BUSINESS EXPERIENCE OF NOMINEES FOR ELECTION AS DIRECTORS
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., and a member of The
Economic Club of New York.
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
4
<PAGE>
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.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the beneficial
ownership as of August 1, 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 10 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
BENEFICIAL 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) 20.03%
Bruce A. Bernberg.......... 0 32,521(4) *
Frank P. DiPrima........... 0 1,000 *
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
officers as a group (20
individuals)............. 10,832 4,986,673(7) 23.31%
</TABLE>
- ------------------
* Represents less than 1% of the Common Stock outstanding.
(footnotes continued on next page)
5
<PAGE>
(footnotes continued from preceding page)
(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 5,000 shares of Common Stock which may be acquired by Mr. Bernberg
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 147,000 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.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS. The Board of Directors met five times during Fiscal
1994. Each director attended at least 75% of the meetings.
AUDIT COMMITTEE. The Audit Committee met four times during Fiscal 1994.
Pursuant to Board authorization, the Committee reviews with the independent
auditors and Western Publishing Group, Inc.'s internal audit department the
general scope of their practices, business ethics and conflicts of interest
policies, procedures and system of internal accounting controls and any
significant problems encountered. The Audit Committee, which is currently
composed of Messrs. Bernhard and Gordon, also recommends to the Board the
appointment of Western's principal independent auditors.
The Audit Committee advises the Board of its activities and may present to
the Board its recommendations and conclusions as to any matters considered by
the Audit Committee. At least annually, the Audit Committee reviews the services
performed and the fees charged by the independent auditors engaged by Western
and determines whether the non-audit services rendered by the independent
auditors compromise their independence.
The independent auditors and Western's internal audit department have
direct access to the Audit Committee and may discuss with it any matters which
may arise in connection with audits, the maintenance of internal accounting
controls or any other matters relating to Western's financial affairs.
Furthermore, the Audit Committee may authorize the independent auditors to
investigate any matters which the Audit Committee deems appropriate and may
present its recommendations and conclusions to the Board.
EXECUTIVE COMPENSATION COMMITTEE. The Executive Compensation Committee is
composed of Messrs. Bernhard and Gordon. The Executive Compensation Committee
reviews the Company's executive compensation and policies each year and approves
the compensation of senior officers. The Committee's approval of the
compensation of the chief executive officer and other employee directors are
reviewed with and approved by all of the directors.
6
<PAGE>
The report of the Executive Compensation Committee and Stock Option
Committee is set forth beginning at page 7.
NOMINATING COMMITTEE. The Board of Directors does not presently have a
nominating committee.
STOCK OPTION COMMITTEE. The Committee is composed of Messrs. Bernhard and
Gordon and Mitchell N. Baron, a partner in the law firm of Morgan, Lewis &
Bockius, counsel to the Company. The Stock Option Committee administers the
Amended and Restated 1986 Employee Stock Option Plan. The Stock Option Committee
members are not eligible to receive options. Options may be granted at such
times and in such amounts as may be determined by the Stock Option Committee.
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.
Notwithstanding anything to the contrary set forth in or incorporated by
reference into any of the Company's filings under the Securities Act of 1933, as
amended, or the Exchange Act, including this Proxy Statement, the following
report and the performance graph on page 9 shall not be incorporated by
reference into any such filings.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
AND STOCK OPTION COMMITTEE
The Executive Compensation Committee and Stock Option Committee
(collectively the 'Committees') apply a consistent philosophy to compensation
for all executive officers of the Company. This philosophy is based on the
premise that the achievements of the Company result from the coordinated efforts
of all individuals working toward common objectives. The Company strives to
achieve those objectives through teamwork that is focused on meeting the
expectations of customers and stockholders.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance, and to enable the Company to attract,
retain and reward executive officers who contribute to the long-term success of
the Company:
o The Company pays competitively.
The Committees are committed to having the Company provide a
compensation program that helps attract and retain individuals of
outstanding ability and that recognizes individual performance and
corporate performance relative to the performance of other major
companies of comparable size, complexity and quality.
o The Company pays for relative sustained performance.
Executive officers are rewarded based upon corporate performance or
applicable business unit performance (depending on an individual's
position) as well as individual performance. Corporate performance and
business unit performances are evaluated by measuring profit growth over
prior years. Individual performance is evaluated by reviewing
organizational and management development progress against set
objectives and the degree to which teamwork and Company values are
fostered.
o The Committees and the Company believe that executive officers as well as
employees should understand the performance evaluation process.
The process of assessing performance is as follows:
1. At the beginning of the performance cycle, the evaluating
manager sets objectives and key goals.
2. The evaluating manager gives the employee ongoing feedback on
performance.
3. At the end of the performance cycle, the evaluating manager
assesses the accomplishments of objectives/key goals.
4. The evaluating manager compares the results to the results of
peers within the Company.
7
<PAGE>
5. The evaluating manager communicates the comparative results
to the employee.
6. The comparative result affects decisions on salary and
incentive compensation and, if applicable, stock options.
COMPENSATION PROGRAM
The executive compensation program includes three elements which, taken
together, constitute a flexible and balanced method of establishing total
compensation for senior management. These elements are as follows:
CASH-BASED COMPENSATION
The Executive Compensation Committee annually reviews and establishes an
overall salary structure at a competitive level with the industry, which applies
to all salaried employees including officers. Base salary levels are determined
by the individual's experience, level, scope and complexity of the position held
and the salaries being paid for similar positions at competitor companies.
Within the last year, the Company employed a consultant to perform a survey to
determine whether executive officer salaries fell within a competitive range.
The group surveyed consisted of companies of comparable size, complexity,
business and quality. It was determined that executive officer salaries fell
within the competitive range determined by the survey.
INCENTIVE PROGRAMS
Executive officers are rewarded based upon corporate performance or
applicable business unit performance (depending on an individual's position).
Performance is measured by meeting a minimum growth target in profits over prior
periods and an evaluation of the individual's performance in meeting objectives
and key goals. From time to time, discretionary payments may be made in
recognition of unusual accomplishments or circumstances.
EQUITY-BASED COMPENSATION-STOCK OPTION COMMITTEE COMPENSATION PHILOSOPHY
The stock option program was introduced in 1986 to link executive
compensation to long-term stockholder value and to focus management's attention
on Company performance over periods in excess of one year. This program also
utilizes vesting periods (typically 3-5 years) to encourage key employees to
continue in the employ of the Company. The Executive Compensation Committee may,
from time to time, recommend certain option grants to the Stock Option
Committee. However, stock option grants are at the discretion of the Stock
Option Committee. The Stock Option Committee generally grants stock options
annually to a broad-based group representing approximately 4% of the total
employee population. The Committee takes into account the performance of the
individual and the prior year's grant of stock options in determining the amount
of stock options to be granted. The Committee regards stock options as primarily
a long-term incentive and believes that a significant portion of executive
officers compensation should be dependent on value created for stockholders.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Committees' overall compensation philosophy applies to the Chief
Executive Officer in a manner consistent with all executive officers. The Chief
Executive Officer's bonus is based on the same formula as all participating
executive officers. An evaluation of his individual contributions to the
businesses, level of responsibility, career experience and personal
accomplishments is reviewed by each of the Committees; based on that review,
each of the Committees believes that Mr. Bernstein is properly compensated.
LIMITATION ON DEDUCTIBILITY OF CERTAIN COMPENSATION
FOR FEDERAL INCOME TAX PURPOSES
Neither the Executive Compensation Committee nor the Stock Option Committee
has formulated any policy regarding qualifying compensation paid to the
Company's executive officers for deductibility under the limits of Section
162(m) of the Internal Revenue Code of 1986, as amended. The Omnibus Budget
Reconciliation Act of 1993 limits the deductibility of certain executive
compensation in excess of $1 million per year. The Company believes that all
cash compensation paid in Fiscal 1994 will be deductible for Federal income tax
purposes. The Company also believes that compensation derived from stock options
granted under the 1986 Employee Stock Option Plan will be deductible for Federal
income tax purposes.
EXECUTIVE COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
Robert A. Bernhard Robert A. Bernhard
Allan S. Gordon Allan S. Gordon
Mitchell N. Baron
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of January 29, 1994, the Executive Compensation Committee and Stock
Option Committee consisted of Messrs. Bernhard and Gordon and Messrs. Bernhard,
Gordon and Baron, respectively, none of whom are former or current officers or
employees of the Company or any of its subsidiaries. No executive officer of the
Company serves as an officer, director or member of a Compensation Committee of
any entity for which any of the persons serving on the Board of Directors of the
Company or on the Executive Compensation Committee or Stock Option Committee of
the Company is an executive officer. Mr. Baron is a partner of the law firm of
Morgan, Lewis & Bockius, located in New York, New York, which firm is outside
counsel to the Company. From time to time, the firm has been retained by the
Company and its subsidiaries with regard to a variety of legal matters.
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 January 28, 1994.
[LINE GRAPH]
<TABLE>
<CAPTION>
Date WPGI(1) Peer Group(2) S&P 500
- -------- -------- ------------- ---------
<S> <C> <C> <C>
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
</TABLE>
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 $100 was invested at the close of business
at January 27, 1989 in the Company's Common Stock, the S & P 500 Index and the
selected Peer Group. The total return calculated assumes the reinvestment of
dividends. The Company does not pay a dividend.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued by
Western and its subsidiaries during Fiscal 1994 to the Chief Executive Officer
and the four other most highly paid executive officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- -------------------------------------
OTHER RESTRICTED SECURITIES
FISCAL ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($) COMPENSATION AWARDS OPTIONS(#)(3) PAYOUTS($) COMPENSATION($)(4)
- --------------------------- ------ ------- ---------- ------------ ---------- ------------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Bernstein ...... 1994 529,231 -- -- -- -- -- 15,133
Chairman and Chief 1993 499,154 121,500(1) -- -- 25,000 -- 14,671
Executive Officer of 1992 455,477 -- -- -- -- -- 11,752
Western Publishing Group,
Inc.; Chairman, President
and Chief Executive Officer
of Penn Corporation.
Frank P. DiPrima .......... 1994 480,099 -- -- -- -- -- 12,471
President and Chief 1993 461,417 100,000(1) -- -- -- -- 12,103
Operating Officer of 1992 420,336 -- -- -- -- -- 11,752
Western Publishing Group,
Inc.
George P. Oess ............ 1994 300,000 31,350(2) -- -- 70,000 -- 83,867
President of Western 1993 298,462 -- -- -- 20,000 -- 14,671
Publishing Company, Inc. 1992 210,164 -- -- -- -- -- 14,611
Bruce A. Bernberg ......... 1994 230,000 23,650(2) -- -- -- -- 15,983
Senior Vice President, 1993 233,158 -- -- -- 7,500 -- 15,766
Finance and Administration 1992 203,300 -- -- -- -- -- 15,119
of Western Publishing
Company, Inc.
Steven M. Yanklowitz ...... 1994 217,481 -- -- -- -- -- 100,124
Executive Vice President of 1993 -- -- -- -- -- -- --
Western Publishing 1992 -- -- -- -- -- -- --
Company, Inc. 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.
10
<PAGE>
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.
11
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR:
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
------------------------ VALUE AT ASSUMED
NUMBER PERCENT OF ANNUAL
OF TOTAL RATES OF STOCK
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN 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 vested over a seven year period and
expired 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 had been priced, 60,000 each at $11.75, $10.00 and $15.00 per
share and 120,000 at $12.50 per share, which were priced on November 29,
1993. On May 31, 1994, Mr. DiPrima's employment ended as the position of
President and Chief Operating Officer of Western Publishing Group, Inc. was
eliminated.
(2) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates as set by the SEC and are not intended to forecast
future price appreciation of Common Stock of the Company. The gains reflect
a future value based upon growth at these prescribed rates. The Company is
not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.
It is important to note that options have value to the listed executives and
to all option recipients only if the stock price advances beyond the grant
date price shown in the table during the effective option period.
(3) The options granted to Mr. Oess were immediately vested on the date granted.
12
<PAGE>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL
YEAR AND FISCAL YEAR-END VALUE:
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES JANUARY 29, 1994 (#) JANUARY 29, 1994(1)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE (#) REALIZED ($) 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.
13
<PAGE>
EMPLOYMENT AGREEMENTS
Mr. DiPrima's employment agreement calls for his continued employment
unless terminated for 'cause' or change in control. Mr. DiPrima has the option
to terminate his employment for 'good reason' following a change in control.
Should Mr. DiPrima's employment with the Company be terminated for other than
cause, then he will continue to receive his base salary for a period of two
years, as severance. In the event Mr. DiPrima obtains other employment during
the two year period, the continued payment of his base salary will be reduced by
50% of any new compensation earned by Mr. DiPrima during that period. In the
event that Mr. DiPrima's employment is terminated by reason of change of control
or if Mr. DiPrima decides to terminate his employment for 'good reason', his
base salary would be continued for a period of 18 months, as severance, with no
reduction for compensation earned in any new employment. All of Mr. DiPrima's
stock options vest just prior to change in control. On May 31, 1994, Mr.
DiPrima's employment ended as the position of President and Chief Operating
Officer of Western Publishing Group, Inc. was eliminated.
CERTAIN 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.
VOTE REQUIRED
PROPOSAL 2
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of Western Publishing Group, Inc. has appointed
Deloitte & Touche as Western Publishing Group, Inc.'s independent auditors for
the Fiscal year ending January 28, 1995. Deloitte & Touche has served as Western
Publishing Group, Inc.'s independent auditors since its incorporation in 1984.
Representatives of Deloitte & Touche will be present at the Annual Meeting
to respond to appropriate questions and to make such statements as they may
desire.
VOTE REQUIRED FOR APPROVAL
Approval and ratification of the appointment of Deloitte & Touche as
Western Publishing Group, Inc.'s independent auditors for Fiscal 1995 will
require the affirmative vote of at least a majority of the shares of Common
Stock represented in person or by proxy and entitled to vote at the Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL
AND RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS WESTERN PUBLISHING
GROUP, INC.'S INDEPENDENT AUDITORS FOR FISCAL 1995.
14
<PAGE>
ALL OTHER MATTERS WHICH MAY COME
BEFORE THE ANNUAL MEETING
As of the date of this Proxy Statement, Western Publishing Group, Inc.
knows of no business that will be presented for consideration at the Annual
Meeting other than that which has been referred to above. As to other business,
if any, that may come before the Annual Meeting, it is intended that proxies in
the enclosed form will be voted in accordance with the judgment of the proxy
holder.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Any proposal of a stockholder intended to be presented at Western
Publishing Group, Inc.'s 1995 Annual Meeting of Stockholders must be received by
the Secretary of Western Publishing Group, Inc. for inclusion by January 3, 1995
in the notice of meeting and proxy statement relating to the 1995 Annual
Meeting.
ADDITIONAL INFORMATION
The cost of soliciting proxies in the enclosed form will be borne by
Western Publishing Group, Inc. Officers and regular employees of Western
Publishing Group, Inc. may, but without compensation other than their regular
compensation, solicit proxies by further mailing, personal conversations, or by
telephone. Western Publishing Group, Inc. will, upon request, reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of Common Stock.
By Order of the Board of Directors
James A. Cohen
Secretary
September 1, 1994
15
<PAGE>
WESTERN PUBLISHING GROUP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING SEPTEMBER 29, 1994
The undersigned hereby constitutes and appoints Richard A. Bernstein,
Steven M. Grossman and Ira A. Gomberg and each of them, his true and lawful
agents and proxies with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Stockholders of WESTERN PUBLISHING GROUP,
INC., to be held at the Radisson Plaza Hotel, 100 West Michigan Ave. Kalamazoo,
Michigan on Thursday, September 29, 1994 at 11:30 a.m., local time, and at any
adjournment thereof, on all matters coming before said Annual Meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(Continued and to be signed and dated on the reverse side.)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election Directors
FOR all nominees / / AGAINST all nominees / / EXCEPTIONS* / /
Nominees: Robert A. Bernhard, Richard A. Bernstein, Samuel B. Fortenbaugh
III, Allan S. Gordon, Jenny Morgenthau, Michael A. Pietrangelo
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the Exceptions box and write that nominee's name on the space provided
below.)
*Exceptions _________________________________________________________________
2. Approval of independent auditors.
FOR / / AGAINST / / ABSTAIN / /
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
PROXY DEPARTMENT Address Change
NEW YORK, N.Y. 10203-0514 and/or Comments / /
Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
Dated _______________________________, 1994
___________________________________________
___________________________________________
Signature(s)
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. /X/
<PAGE>
APPENDIX FOR GRAPHIC AND IMAGE MATERIAL
The preceding Proxy Statement, as it exists in its typeset/printed form,
contains graphic and image material that is not ASCII-compatible. Therefore, in
accordance with Rule 304 of Regulation S-T, each occurrence of graphic and image
material has been replaced in this EDGAR filing with a fair and accurate
narrative description of such material, which description may consist of, but is
not restricted to, the use of charts or tables that provide data points and
describe or interpret the data.
The aforementioned narrative descriptions are included in the body of the
Proxy Statement in this EDGAR filing at the points at which their graphic or
image counterparts occur in the typeset/printed Proxy Statement. The following
is a list of the omitted graphic or image material, cross-referenced to the
location of its narrative description in the text of this EDGAR filing.
<TABLE>
<CAPTION>
LOCATION OF NARRATIVE DESCRIPTION
OMITTED GRAPHIC OR IMAGE IN EDGAR FILING
- ----------------------------------- ----------------------------------
<S> <C>
Line graph related to the Company's
stock price performance ......... Table on Page 9 of the Proxy
Statement under the heading "Com-
parison of Five Year Cumulative
Total Return--Stock Price Perform-
ance Graph"
</TABLE>
