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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 1996
Golden Books Family Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-14399 06-1104930
(Commission File Number) (I.R.S. Employer Identification No.)
850 Third Avenue
New York, New York 10022
(Address of principal executive offices)
Registrant's telephone number, including
area code: (212) 753-8500
Western Publishing Group, Inc.
444 Madison Avenue
New York, New York 10022
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
On May 8, 1996, Golden Books Family Entertainment, Inc. (the "Company")
completed the sale of a significant equity interest in the Company to Golden
Press Holding, L.L.C., a Delaware limited liability company owned by Richard E.
Snyder, Barry Diller and Warburg, Pincus Ventures, L.P. ("GP Holding"). In the
transaction, which was approved by the requisite vote of the shareholders of the
Company at a special meeting held on the same date (the "Shareholder Meeting"),
and pursuant to the Securities Purchase Agreement, dated as of January 31, 1996,
between the Company and GP Holding, the Company issued to GP Holding, for an
aggregate purchase price of $65,000,000: (1) 13,000 shares of the Company's
Series B Convertible Preferred Stock, no par value (the "Series B Preferred
Stock"), and (ii) a Warrant to purchase 3,250,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), at an exercise price of
$10.00 per share.
The Series B Preferred Stock entitles GP Holding, for so long as it owns
a significant portion of the Series B Preferred Stock, to elect one-third of the
directors of the Company (the "Series B Directors"). Additionally, the Series B
Preferred Stock, which is initially convertible into shares of Common Stock
representing approximately 23% of the outstanding shares of Common Stock, will
vote on an as-if-converted basis together with the Common Stock as a single
class on all matters submitted to a vote of the stockholders of the Company,
including the election of directors other than the Series B Directors.
At the Shareholder Meeting, each of Shahara Ahmad-Llewellyn, Barry
Diller, Linda L. Janklow, Marshall Rose, Richard E. Snyder and H. Brian Thompson
(the "Nominees") were elected by the Company's shareholders to serve on the
Company's Board of Directors. Upon the closing of the transaction, each then
incumbent director of the Company resigned and each Nominee qualified and
commenced serving as a director of the Company. In addition, GP Holding, as the
sole holder of all of the Series B Preferred Stock, named James A. Eskridge,
David A. Tanner and John L. Vogelstein to serve on the Board as the Series B
Directors.
Furthermore, as previously reported, by virtue of the irrevocable proxies
granted to GP Holding by Richard A. Bernstein and certain of his affiliated
entities pursuant to agreements dated January 31, 1996 and May 7, 1996 in
respect of 3,996,771 shares of Common Stock owned by them (the "Irrevocable
Proxies"), GP Holding controls, as of the date hereof, the voting of an
additional 3,996,771 shares of Common Stock, constituting approximately 14% of
the outstanding shares of capital stock of the Company. However, such voting
power will decrease upon transfer of the shares to which the Irrevocable Proxies
relate to
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persons other than affiliates of Mr. Bernstein, pursuant to the terms of the
Irrevocable Proxies.
ITEM 5. OTHER EVENTS.
Also on May 8, 1996, the Company effected a restructuring of certain of
its subsidiaries (the "Restructuring"). First, the Company conveyed to Golden
Books, Inc., a Delaware corporation and wholly-owned subsidiary of the Company
("GB"), (x) all of the issued and outstanding shares of capital stock of Penn
Corporation, a Delaware corporation and wholly-owned subsidiary of the Company,
and (y) all of the issued and outstanding shares of capital stock of Western
Publishing Company, Inc., a Delaware corporation and wholly-owned subsidiary of
the Company ("WPC"). Immediately thereafter, the Company caused GB to merge
with and into WPC. In connection with the Restructuring, the Company, WPC and
GB entered into a First Supplemental Indenture, dated as of May 8, 1996, with
Marine Midland Bank, a New York banking and trust company, as Successor Trustee,
pursuant to which WPC assumed the obligations of the Company with respect to the
7.65% Senior Notes due 2002 originally issued by the Company. A copy of the
First Supplemental Indenture is attached hereto as Exhibit 4.
In connection with the transactions described above, and as approved by
the requisite vote of the Company's stockholders at the Shareholder Meeting, the
name of the Company was changed from Western Publishing Group, Inc. to Golden
Books Family Entertainment, Inc. The Company's listing symbol was changed from
"WPGI" to "GBFE". In addition, the name of Western Publishing Company, Inc. was
changed to Golden Books Publishing Company, Inc.
A copy of a press release issued on May 8, 1996 and relating to the
transaction described above is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses being acquired: None.
(b) Pro forma financial information: None.
(c) Exhibits:
4. First Supplemental Indenture, dated as of May 8, 1996, by and among
Western Publishing Group, Inc., Golden Books, Inc., Western
Publishing Company, Inc. and Marine Midland Bank, as Successor
Trustee.
99.1 Press Release, dated May 8, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 10, 1996
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
By: /s/ Richard E. Snyder
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Richard E. Snyder
Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT 4
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WESTERN PUBLISHING GROUP, INC.,
GOLDEN BOOKS, INC.,
WESTERN PUBLISHING COMPANY, INC.
and
MARINE MIDLAND BANK,
as Successor Trustee
FIRST
SUPPLEMENTAL INDENTURE
Dated as of May 8, 1996
Amending
INDENTURE
Dated as of September 15, 1992
$150,000,000
Principal Amount at Stated Maturity of
7.65% Senior Notes Due 2002
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 8, 1996 (the "First
Supplement"), is between Western Publishing Group, Inc., a corporation duly
organized and existing under the laws of Delaware (the "Company"), Golden Books,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware ("GB"), Western Publishing Company, Inc., a company duly organized and
existing under the laws of the State of Delaware (the "Successor"), and Marine
Midland Bank, a New York banking corporation and trust company, as Successor
Trustee (the "Trustee").
RECITALS
WHEREAS, pursuant to the terms of the Indenture, dated as of September
15, 1992 (the "Original Indenture"), between the Company and the Trustee, the
Company has issued $150,000,000 principal amount at stated maturity of its 7.65%
Senior Notes Due 2002 (the "Securities"); and
WHEREAS, Article Eight of the Original Indenture provides for the
execution and delivery by the Company and, subject to the provisions of such
Article Eight of the Original Indenture, by the Trustee of one or more
supplemental indentures, without the consent of the Holders (as defined in the
Original Indenture) of the Securities, for the purposes specified therein; and
WHEREAS, the Company intends to convey (x) all of the shares of common
stock, par value $1.00 per share, of Penn Corporation, a Delaware corporation
and wholly-owned subsidiary of the Company ("Penn"), and (y) all of the issued
and outstanding shares of common stock, par value $1.00 per share, of the
Successor (collectively, the "Conveyance") to GB; and
WHEREAS, GB wishes, upon the effectiveness of the Conveyance, to
assume the performance and observation of every covenant, obligation and
condition of the Indenture, including the due and punctual payment of the
principal of and the interest on all of the Securities and Coupons; and
WHEREAS, pursuant to that certain Agreement of Merger, dated as of May
8, 1996, GB will, subsequent to the Conveyance, be merged with and into the
Successor (the "Merger"); and
WHEREAS, the Successor wishes, upon the effectiveness of the Merger,
to assume the performance and observation of every covenant, obligation and
condition of the Original Indenture, including the due and punctual payment of
the principal of and the interest on all of the Securities and Coupons; and
WHEREAS, the Company, GB and the Successor have fulfilled certain
requirements of the Trustee to evidence the Company's ability to rely on the
provisions of Article Eight of the Indenture in order to amend the Indenture;
and
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WHEREAS, all things necessary to make this First Supplement, when
executed and delivered by the Trustee, the valid agreement of the Company, GB
and Successor in accordance with its terms have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that, for
and in consideration of the premises, the Company, GB and the Successor agree
with the Trustee as follows:
SECTION 101. Definitions. Except as otherwise expressly provided
-----------
herein, all capitalized words and terms used herein shall have the respective
meanings ascribed thereto in Article One of the Original Indenture.
SECTION 102. Conveyance and Amendment of Original Indenture. Upon
---------- --- -------------------------------
the effectiveness of the Conveyance, GB hereby assumes the performance and
observance of every covenant, obligation and condition of the Original Indenture
and the First Supplement to be performed and observed by the Company, and the
Company shall be discharged from all obligation or liability to perform and
observe such covenants, obligations and conditions.
SECTION 103. Merger and Amendment of Original Indenture. Upon the
------ --- -------------------------------
effectiveness of the Merger, the Successor hereby assumes the performance and
observance of every covenant, obligation and condition of the Original Indenture
and the First Supplement to be performed and observed by GB, and GB shall be
discharged from all obligation or liability to perform and observe such
covenants, obligations and conditions.
SECTION 104. Construction with Original Indenture. All of the
-------------------------------------
covenants, agreements and provisions of this First Supplement shall be deemed to
be and construed as part of the Original Indenture and vice versa to the same
extent as if fully set forth verbatim therein and herein and shall be fully
enforceable in the manner provided in the Original Indenture. Except as
provided in this First Supplement and as amended and supplemented thereby, the
Original Indenture shall remain in full force and effect and the terms and
conditions thereof are hereby confirmed.
SECTION 105. Conflict with Trust Indenture Act. If any provision
---------------------------------
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act of 1939, as in effect on the date hereof, that is required under such Act to
be part of and govern the Original Indenture or this First Supplement, the
latter provision shall control. If any provision hereof modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this First Supplement as so
modified or to be excluded, as the case may be.
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SECTION 106. Effect of Headings. The Section headings herein are for
------------------
convenience only and shall not affect the construction hereof.
SECTION 107. Separability Clause. In case any provision in this
-------------------
First Supplement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.
SECTION 108. Benefits of First Supplement and Original Indenture.
---------------------------------------------------
Nothing in this First Supplement or the Original Indenture or in the Securities,
express or implied, shall give to any Person other than the parties hereto and
thereto and their successors hereunder and thereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this First Supplement or the Original Indenture. Neither this First Supplement
nor the Original Indenture may be used to interpret another indenture, loan
agreement or debt agreement of the Company, GB or the Successor, as the case may
be, or any of their respective subsidiaries. No such other indenture or loan or
debt agreement may be utilized to interpret this First Supplement or the
Original Indenture.
SECTION 109. GOVERNING LAW. THIS FIRST SUPPLEMENT SHALL BE GOVERNED
-------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
SECTION 110. No Recourse Against Others. A director, officer,
--------------------------
employee, stockholder or incorporator, as such, of the Company, GB or the
Successor, as the case may be, shall not have any liability for any obligations
of the Company, GB or the Successor, as the case may be, under this First
Supplement or for any claim based on, in respect or by reason of such
obligations or their creation.
SECTION 111. Counterparts. All parties may sign any number of copies
------------
or counterparts of this First Supplement. Each signed copy or counterpart shall
be an original, but all of them together shall represent the same agreement.
SECTION 112. Effectiveness. This First Supplement shall become
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effective in accordance with the provisions of Article Eight of the Original
Indenture.
SECTION 113. The Trustee. The Trustee shall not be responsible in
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any manner whatsoever for or in respect of the validity or sufficiency of this
First Supplement or for or in respect of the recitals contained herein, all of
which recitals are made solely by the Company, GB and the Successor.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplement to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
<TABLE>
<CAPTION>
[SEAL] WESTERN PUBLISHING GROUP, INC.
<S> <C>
Attest: By: /s/ Richard E. Snyder
--------------------------------
Title: President
-----------------------------
/s/ Stephen Weinstein
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[SEAL] WESTERN PUBLISHING COMPANY, INC.
Attest: By: /s/ Richard E. Snyder
--------------------------------
Title: President
-----------------------------
/s/ Stephen Weinstein
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[SEAL] GOLDEN BOOKS, INC.
By: /s/ Richard E. Snyder
--------------------------------
Attest: Title: President
-----------------------------
/s/ Stephen Weinstein
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[SEAL] MARINE MIDLAND BANK
By: /s/ Frank J. Godino
--------------------------------
Attest: Title: Corporate Trust Officer
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/s/ Joan Nei
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</TABLE>
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STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 7th day of May, 1996, before me personally came Richard E. Snyder,
to me known, who, being by me duly sworn, did depose and say that he is the
Chairman, President and Chief Executive Officer of WESTERN PUBLISHING COMPANY,
INC., one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
/s/ Richard E. Snyder
-------------------------------------------------------
/s/ Jennifer F. Talley
- - ----------------------
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 7th day of May, 1996, before me personally came Richard E. Snyder,
to me known, who, being by me duly sworn, did depose and say that he is the
Chairman, President and Chief Executive Officer of GOLDEN BOOKS, INC., one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
/s/ Richard E. Snyder
-------------------------------------------------------
/s/ Jennifer F. Talley
- - ----------------------
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STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 7th day of May, 1996, before me personally came Richard E. Snyder,
to me known, who, being by me duly sworn, did depose and say that he is the
Chairman, President and Chief Executive Officer of WESTERN PUBLISHING COMPANY,
INC., one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
/s/ Richard E. Snyder
------------------------------------------------------
/s/ Jennifer F. Talley
- - ----------------------
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 8th day of May, 1995, before me personally came Frank J. Godino, to
me known, who, being by me duly sworn, did depose and say that he is Corporate
Trust Officer of MARINE MIDLAND BANK, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Frank J. Godino
-------------------------------------------------------
/s/ Richard G. Pittius
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EXHIBIT 99.1
WESTERN PUBLISHING SHAREHOLDERS APPROVE ACQUISITION OF
CONTROLLING INTEREST BY WARBURG, PINCUS INVESTMENT GROUP
Richard E. Synder Becomes Chairman and CEO; New Board Named Company;
Changes Name to Golden Books Family Entertainment
NEW YORK, May 8, 1996 -- Western Publishing Group, Inc. (NASDAQ:WPGI)
said today that a previously announced equity infusion to revitalize the Company
was approved at a special meeting of shareholders.
A newly formed company owned by Richard E. Snyder, formerly Chief
Executive Officer of Simon & Schuster; Warburg, Pincus Ventures, L.P., a private
equity fund managed by E.M. Warburg, Pincus & Co., Inc., a New York venture
banking firm; and Barry Diller, Chairman of Silver King Communications and HSN
Inc., has invested $65 million in the form of Western Publishing series B
convertible stock and will have a controlling interest in the Company.
Richard A. Bernstein, Chairman and Chief Executive Officer of Western
Publishing, has resigned as part of the transaction. Mr. Bernstein has given
the investor group an irrevocable proxy to vote the Western shares he controls.
Mr. Snyder has been named Chairman and Chief Executive Officer. The Company's
corporate headquarters will be located in New York.
Shareholders also approved a change in the company's name to Golden
Books Family Entertainment. The stock will continue to trade on the Nasdaq
Stock Market under a new ticker symbol, "GBFE."
"Golden Books is one of the most recognized and highly regarded brand
names in America. Several generations of children have grown up with Golden
Books, and as parents they trust its unique appeal. Changing the company's name
to Golden Books Family Entertainment reflects the strength of this tradition and
the extraordinary value of our brand," said Mr. Snyder. "We see enormous
opportunities to enhance the core Golden Books business, bringing quality
entertainment and information across a broad range of media to children and
their parents."
"We intend to build a focused family entertainment company that goes
well beyond books," Mr. Snyder continued. "Our immediate priority, however, is
to revitalize the core Golden Books business. We are putting together a new
management team to evaluate the business. We will review all aspects of
operations, reinforce brand identity, strengthen the editorial process, broaden
distribution, improve the pricing structure and develop new content for Golden
Books children and their parents. We see numerous opportunities to strengthen
our business with mass market retailers as we work to enter the bookstore market
and develop overseas sales. Our challenge in the years ahead will be to grow
the Company by unlocking the extraordinary value of this unique brand."
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Joining Mr. Synder on the Board of Directors are: Barry Diller; John
Vogelstein, Vice Chairman of E.M. Warburg, Pincus & Co., Inc.; David Tanner,
Managing Director of E.M. Warburg, Pincus & Co., Inc.; James A. Eskridge, Senior
Advisor of Mattel, Inc.; H. Brian Thompson, Chairman and CEO of LCI
International; Linda LeRoy Janklow, Chairman, Lincoln Center Theater; Shahara
Ahmad-Llewelyn, Vice Chairman, Philadelphia Coca-Cola Bottling Company Inc.; and
Marshall Rose, Managing Partner of The Georgetown Group and Chairman Emeritus of
The New York Public Library.
Golden Books Family Entertainment creates, publishes, and markets
story and picture books, interactive electronic books and games, as well as
coloring books, activity books and other products for children and families
under the Golden Books brand.
Tracey Riese
Golden Books Family Entertainment, Inc.
(212) 753-8500
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