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 28, 1995
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 13, 1995, was approximately $190,525,000.
As of April 13, 1995, 21,023,274 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: 66
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-seven
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: 48
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 and Chairman, President and Chief Executive Officer of Penn
Corporation, then a newly-acquired subsidiary of Western Publishing Group, Inc.,
since November 1986. 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 New York University's 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: 61
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 1995. Mr. Fortenbaugh is a member of the Board of
Directors of Baldwin Technology Company, Inc., a corporation engaged in the
manufacture of controls, instruments and accessory equipment for printing
presses.
Allan S. Gordon
Director since: 1986
Age: 53
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: 50
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: 52
Mr. Pietrangelo is President of the Personal Care Products Group of IVAX
Corporation. 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. He is also counsel to the Law firm of Weirich,
Pietrangelo and Carter.
The information called for with respect to Executive Officers appears in Part I
of the Registrant's 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 1995 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(#)(2) Payouts($) Compensation($)(4)
- --------------------------- ------ ------ --------- ------------ ---------- ------------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Bernstein 1995 540,000 30,000 12,706
Chairman and Chief Executive Officer 1994 529,231 15,133
of Western Publishing Group, Inc.; 1993 499,154 121,500(1) 25,000 14,671
Chairman, President and Chief
Executive Officer of Penn
Corporation.
Frank P. DiPrima 1995 166,153 694,785
Former President and Chief Operating 1994 480,099 12,471
Officer of Western Publishing Group, 1993 461,417 100,000(1) 12,103
Inc.
George P. Oess 1995 213,462 55,000(3) 459,676
Former President of Western 1994 300,000 31,350 70,000(3) 83,867
Publishing Company, Inc. 1993 298,462 20,000 14,671
Bruce A. Bernberg 1995 230,000 15,000 13,861
Senior Vice President, Finance and 1994 230,000 23,650 15,983
Administration of Western 1993 233,158 7,500 15,766
Publishing Company, Inc.
Ira A. Gomberg 1995 237,558 25,000 10,044
Vice President, Business Development 1994 178,605 10,649
and Corporate Communications 1993 166,116 32,964(1) 10,172
</TABLE>
(1) Reflects bonus earned during Fiscal 1993, paid in Fiscal 1994.
(2) Options to acquire shares of Common Stock.
(3) In accordance with his termination agreement, Mr. Oess was granted options
to acquire 55,000 shares of Common Stock under the Amended and Restated
1986 Employee Stock Option Plan in exchange for the cancellation of options
to acquire 70,000 shares of Common Stock granted in Fiscal 1994.
(4) Includes amounts contributed by the Company as matching contributions
equal to 60% of the first 6% of earnings (to a maximum Company contribution
of $5,544) and a 3% annual Company contribution based on employee's annual
compensation (up to the Internal Revenue Service limitation of $150,000 of
compensation) to the Golden Comprehensive Security Program (the "Program").
In calendar year 1994, contributions to the Program with respect to
Messrs. Bernstein, DiPrima, Oess, Bernberg and Gomberg were $10,044,
$10,044, $10,044, $9,914, and $10,044, respectively.
In calendar year 1993, contributions to the Program with respect to Messrs.
Bernstein, DiPrima, Oess, Bernberg, and Gomberg were $12,471, $12,471,
$12,471, $12,296, and $10,649, respectively.
In calendar year 1992, contributions to the Program with respect to Messrs.
Bernstein, DiPrima, Oess, Bernberg and Gomberg were $12,103, $12,103,
$12,103, $12,103, and $10,172, 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 1994, the Executive Medical Reimbursement Plan paid
premiums for Messrs. Bernstein, Oess and Bernberg of $1,800, $1,200 and
$1,800, respectively. During the same period, the Company paid excess
life insurance premiums for Messrs. Bernstein, Oess and Bernberg of $862,
$1,800 and $1,152, respectively.
In calendar year 1993, the Executive Medical Reimbursement Plan paid
premiums for each of Messrs. Bernstein, Oess and Bernberg of $1,800. During
the same period, the Company paid excess life insurance premiums for each
of Messrs. Bernstein, Oess and Bernberg of $862.
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 excess life insurance premiums for each
of Messrs. Bernstein, Oess and Bernberg of $918.
In 1994, $3,000 and $995 was paid to Messrs. Oess and Bernberg,
respectively, for financial planning assistance.
In 1993, $8,734 and $1,025 was paid to Messrs. Oess and Bernberg,
respectively, for financial planning assistance.
In 1992, $1,095 was paid to Mr. Bernberg for financial planning assistance.
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 1995 and Fiscal 1994, a
contribution of $30,000 and $60,000, respectively, was made to the WSRP for
the benefit of Mr. Oess. In Fiscal 1995, Mr. Oess was paid these amounts,
plus interest, coincident with his retirement.
In accordance with his employment agreement, Mr. DiPrima became entitled to
severance pay equivalent to two years salary upon termination. The
severance is reduced by one-half of any earnings during the two year
period. Other compensation includes $684,741, representing the present value
of the severance payments at May 31, 1994, the date of termination.
In accordance with his termination agreement, Mr. Oess is entitled to
severance pay equivalent to one and one-half years salary. The severance is
reduced by one-half of any earnings during this period. Other compensation
includes $413,632, representing the present value of the severance payments
at September 23, 1994, the date of termination.
OPTION GRANTS IN THE LAST FISCAL YEAR:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------
Number Percent of Potential Realizable
Of Securities Total Options Value at Assumed Annual
Underlying Granted To Rates of Stock Appreciation
Options Employees In Exercise Price Expiration For Option Term (3)
Name Granted (#) Fiscal Year $/Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Richard A. Bernstein 30,000(1) 3.4% $11.50 8/23/04 216,969 549,841
Bruce A. Bernberg 15,000(1) 1.7% $11.75 6/22/04 110,843 280,897
Ira A. Gomberg 25,000(1) 2.9% $11.50 8/23/04 180,807 458,201
George P. Oess 55,000(2) 6.3% $12.75 9/23/97 110,535 232,114
</TABLE>
(1) The options granted to Messrs. Bernstein, Bernberg and Gomberg vest 1/3 on
the date of the grant, 1/3 on the first anniversary of the grant and 1/3
on the second anniversary of the grant.
(2) The options granted to Mr. Oess were immediately vested on the date
granted. These options, which expire three years after date of grant,
remain exercisable after termination of employment.
(3) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates as set by the SEC and are not intended to forecast
future price appreciation of Common Stock of the Company. The gains
reflect a future value based upon growth at these prescribed rates. The
Company is not aware of any formula which will determine with reasonable
accuracy a present value based on future unknown or volatile factors.
It is important to note that options have value to the listed executives
and to all option recipients only if the stock price advances beyond the
grant date price shown in the table during the effective option period.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL
YEAR AND FISCAL YEAR-END VALUE:
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options Held At In-The-Money
Acquired On Value January 28, 1995 (#) Options at January 28, 1995(1)
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Richard A. Bernstein 10,000 57,500
Frank P. DiPrima 60,000 $108,499
George P. Oess 55,000
Bruce A. Bernberg 5,000 25,000
Ira A. Gomberg 23,333 36,667
</TABLE>
(1) Market value of underlying securities at January 28, 1995 ($9.75).
Compensation Committee Interlocks and Insider Participation
As of January 28, 1995, 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 subsidiaries. No executive officer of the
Company serves as an officer, director or member of the Compensation Committee
of any entity for which any of the persons serving on the Board of Directors,
the Executive Compensation Committee or the 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 27, 1995.
box symbol WPGI
triangle Peer Group
* S&P 500
Date Company Index Market Index Peer Index
02/02/90 100.000 100.000 100.000
02/27/90 99.324 100.221 102.123
03/27/90 97.973 103.806 106.488
04/27/90 100.000 100.305 106.352
05/25/90 99.324 108.594 112.968
06/27/90 89.865 109.034 114.567
07/27/90 91.892 108.604 107.914
08/27/90 75.676 99.117 95.677
09/27/90 66.892 93.065 93.192
10/26/90 72.297 94.450 92.974
11/27/90 60.135 99.101 98.146
12/27/90 51.351 102.652 108.532
02/01/91 62.838 107.520 110.182
02/27/91 60.135 115.719 117.069
03/27/91 68.243 118.459 121.819
04/26/91 62.838 119.758 122.767
05/24/91 73.649 119.746 114.074
06/27/91 64.189 119.114 110.645
07/26/91 64.189 121.337 108.686
08/27/91 56.757 125.779 108.862
09/27/91 62.162 123.722 108.370
10/25/91 74.324 123.358 109.168
11/27/91 70.270 121.357 103.651
12/27/91 83.108 131.367 113.882
01/31/92 93.243 132.329 120.524
02/27/92 99.324 134.411 126.104
03/27/92 97.297 131.345 126.187
04/27/92 89.865 133.096 120.456
05/27/92 95.270 134.722 121.898
06/26/92 81.081 132.179 121.613
07/27/92 98.649 135.068 122.793
08/27/92 102.703 136.130 120.910
09/25/92 109.459 136.736 122.971
10/27/92 93.243 138.405 127.319
11/27/92 100.000 142.807 131.505
12/24/92 114.865 146.334 130.611
01/29/93 93.919 146.205 132.093
02/26/93 97.973 148.181 129.932
03/26/93 80.405 150.047 133.968
04/27/93 72.297 146.878 132.633
05/27/93 85.135 152.225 140.366
06/25/93 89.189 150.946 140.414
07/27/93 80.405 151.303 139.876
08/27/93 87.162 155.830 142.558
09/27/93 81.081 156.632 149.638
10/27/93 78.378 157.569 151.154
11/26/93 67.568 157.571 148.965
12/27/93 102.027 160.387 152.423
01/28/94 105.405 163.436 154.119
02/25/94 95.946 159.641 148.026
03/25/94 81.757 158.107 145.814
04/26/94 63.514 155.237 143.882
05/27/94 64.865 157.806 139.687
06/27/94 64.189 154.633 141.036
07/27/94 56.081 156.658 143.149
08/26/94 66.216 164.628 147.283
09/27/94 69.595 160.991 145.542
10/27/94 68.919 162.514 139.735
11/25/94 58.784 158.342 140.410
12/27/94 52.027 162.302 142.716
01/27/95 52.703 165.289 141.768
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
February 2, 1990 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 common stock dividends.
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 13, 1995 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:
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
Richard A. Bernstein............ 9,200 4,258,437(2) 20.06%
444 Madison Avenue
New York, New York 10022
The Gabelli Group, Inc.......... 4,766,215(3) 22.67%
655 Third Avenue
New York, New York 10017
The Capital Group
Companies, Inc.............. 2,157,200(4) 10.26%
333 South Hope Street
Los Angeles, California 90071
(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 April 12, 1995,
3,855,215 shares of Common Stock, including sole voting power with
respect to 3,492,615 shares and sole dispositive power with respect to
3,855,215 shares; The Gabelli Funds, Inc. beneficially owned, as of such
date, 861,000 shares of Common Stock, including sole voting and
dispositive power with respect to 861,000 shares. Additionally, Gabelli
International Limited beneficially owned, as of such date, 50,000 shares
of Common Stock, including sole voting and dispositive power with respect
to 50,000 shares. Furthermore, Mr. Gabelli is deemed to have beneficial
ownership of the securities beneficially owned by each of the persons
listed in this footnote and Gabelli Funds, Inc. is deemed to have
beneficial ownership of the securities owned beneficially by each of the
persons listed in this footnote other than Mr. 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 Capital Group Companies, Inc. has reported to Western Publishing Group,
Inc. that its subsidiaries, Capital Guardian Trust Company and Capital
Research and Management Company have as of January 31, 1995, sole voting
and dispositive power with respect to 1,657,200 and 500,000 shares of
Common Stock, respectively.
Stock Ownership of Directors and Executive Officers
The following table sets forth certain information regarding the beneficial
ownership as of April 13, 1995 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.
Beneficial Ownership
of Common Stock(1)
----------------------------------------------------
Number of Shares Number of Shares Percentage
of Convertible of of
Beneficial Owner Preferred Stock Common Stock(2) Common Stock(2)
- ---------------- ---------------- ---------------- ---------------
Robert A. Bernhard 972 191,005 *
Richard A. Bernstein 9,200 4,258,437(3) 20.06%
Bruce A. Bernberg 52,521(4) *
Samuel B. Fortenbaugh, III 2,000 *
Ira A. Gomberg 23,333(5) *
Allan S. Gordon 610(6) 77,708(6) *
Jenny Morgenthau 2,000 *
Michael A. Pietrangelo 5,000 *
All directors and executive
officers as a group (15
individuals) 10,832 4,698,369(7) 21.97%
__________
* 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. 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. Also includes 10,000 shares of Common
Stock which may be acquired by Mr. Bernstein within 60 days upon exercise
of options granted under the Amended and Restated 1986 Employee Stock
Option Plan.
(4) Includes 30,000 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 23,333 shares of Common Stock which may be acquired by Mr.
Gomberg 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 135,999 shares of Common Stock of Western Publishing Group, Inc.
which may be acquired by certain 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 1995, 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
$78,558. In Fiscal 1995, the Company paid P&E Properties, Inc. ("P&E
Properties"), a corporation owned by Mr. Bernstein, approximately $801,670 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 29, 1995
Western Publishing Group, Inc.
/s/ Richard A. Bernstein
By: --------------------------------------------
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 29, 1995
Richard A. Bernstein Officer and Director
(Principal Executive Officer)
/s/ Steven M. Grossman
______________________ Executive Vice President, May 29, 1995
Steven M. Grossman Treasurer and Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ Allan S. Gordon
______________________ Director May 29, 1995
Allan S. Gordon
/s/ Robert A. Bernhard
______________________ Director May 29, 1995
Robert A. Bernhard
/s/ Samuel B. Fortenbaugh, III
______________________________ Director May 29, 1995
Samuel B. Fortenbaugh, III
/s/ Michael A. Pietrangelo
__________________________ Director May 29, 1995
Michael A. Pietrangelo
/s/ Jenny Morgenthau
______________________ Director May 29, 1995
Jenny Morgenthau
