SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 25, 1996
Golden Books Family Entertainment, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-14399 06-1104930
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
850 Third Avenue, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(212) 753-8500
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On September 25, 1996, Golden Books Family Entertainment,
Inc. (the "Company") confirmed that its is in negotiations to merge
with Nelvana Limited, a leading producer of children's and family
television programing. The complete text of the press release
issued by the Company is attached hereto as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
c. Exhibits
99. Press Release, dated September 25, 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 hereunto duly authorized.
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
Dated: September 30, 1996 By: /s/ Colin Finkelstein
Colin Finkelstein
Senior Vice President
Golden Books Family Entertainment, Inc.
FOR IMMEDIATE RELEASE
CONTACT: Tracey Riese
Golden Books Family
Entertainment, Inc.
212-583-6710
GOLDEN BOOKS FAMILY ENTERTAINMENT
CONFIRMS NEGOTIATIONS WITH NELVANA
____________________________________________
NEW YORK, September 25, 1996 - Golden Books Family
Entertainment, Inc. (Nasdaq; GBFE) confirmed today that it is in
negotiations to merge with Nelvana Limited (TSE; NTV), a leading
Canadian producer of children's and family television
programming.
The proposed cash-and-stock acquisition contemplates an
aggregate purchase price of approximately US$102 million (C$140
million), or US$19.71 (C$27.00) per Nelvana share, for all
outstanding Nelvana shares. The mix of cash and Golden Books
stock has not yet been determined. The transaction is subject to
the completion of due diligence, the negotiation of a definitive
merger agreement, approval by the Boards of Directors of Golden
Books and Nelvana, approval by Nelvana's shareholders and
regulatory approvals.
"It is through mergers like this that we believe we can
realize our strategy of building a focused family entertainment
company across all media," said Richard E. Snyder, Chairman and
Chief Executive Officer of Golden Books Family Entertainment.
"Nelvana, from its base in Toronto, has developed some of the
finest talent in animation. Nelvana could continue to build on
its long, successful track record in creating family programming
and enhance the Golden Books franchise in a number of areas. We
can join Nelvana's 600-episode library with that of Golden Books
and our recent Broadway Video acquisition, and further leverage
Nelvana's strong animation production capabilities through
additional character development. In addition to its strategic
logic, this acquisition would bring significant financial
benefits to Golden Books shareholders, including expected
accretion in earnings per share starting within the first year."
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The transaction contemplates that Nelvana would continue to
operate from its headquarters in Toronto. Golden Books intends
to assist Nelvana in continuing production in Canada. The
companies hope to reach a definitive agreement by the end of
October. However, there can be no assurance that the transaction
will be completed.
Nelvana is a major supplier of children's entertainment
programming to U.S. as well as Canadian networks. Its animated
series include Babar, Rupert, The Adventures of Tintin, Little
Bear, Care Bears, and such live-action series as Nancy Drew and
the Hardy Boys. The company is currently in production on the
animated feature, Pippi Longstocking.
Golden Books Family Entertainment, Inc. is the leading
children's books publishing company in North America and owns one
of the largest libraries of family entertainment copyrights. The
company creates, publishes and markets entertainment products for
children and families through all media.
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