<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from____________________ to ________________________
Commission file number: 0-14399
(Name and Address of Plan)
Golden Comprehensive Security Program
850 Third Avenue, New York, New York 10022
Registrant's telephone number including area code: (212) 583-6700
(Name and Address of Issuer)
Golden Books Family Entertainment, Inc.
850 Third Avenue, New York, New York 10022
This document consists of 24 pages. The Exhibit Index begins on page 20.
<PAGE>
Golden Comprehensive Security Program
Financial Statements
Years ended December 31, 1996 and 1995
CONTENTS
Report of Independent Auditors............................................ 1
Financial Statements
Statements of Net Assets Available for Benefits........................... 2
Statements of Changes in Net Assets Available for Benefits................ 4
Notes to Financial Statements............................................. 6
All funds of the Plan are held in a Master Trust.
As a result, supplemental schedules are omitted because they are
inapplicable under the Department of Labor's Rules and Regulations.
<PAGE>
Report of Independent Auditors
The Plan Administrator
Golden Comprehensive Security Program
We have audited the accompanying statement of net assets available for
benefits of the Golden Comprehensive Security Program (the Plan) as of
December 31, 1996, and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The financial
statements of the Plan for the year ended December 31, 1995, were audited by
other auditors whose report dated April 26, 1996, expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit and the report of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the net assets available for
benefits of the Plan at December 31, 1996, and the changes in its net assets
available for benefits for the year then ended, in conformity with generally
accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The Fund Information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net
assets available for benefits of each fund. The Fund Information has been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ERNST & YOUNG LLP
June 27, 1997
1
<PAGE>
Golden Comprehensive Security Program
Statements of Net Assets Available for Benefits
December 31, 1996
<TABLE>
<CAPTION>
Putnam
Parent Guaranteed Growth Putname Putnam
Company Income and Income Global Growth Investors
Stock Fund Contracts Fund Fund Fund
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment funds $ - $ - $8,698,817 $3,753,474 $5,508,337
Guaranteed income contracts - 18,200,293 - - -
Parent Company stock 1,084,444 - - - -
Loans receivable from participants - - - - -
-------------------------------------------------------------------------------
1,084,444 18,200,293 8,698,817 3,753,474 5,508,337
Receivables:
Employer contribution receivable 835,400 7,000 11,181 7,147 9,120
Employee contribution receivable 5,839 17,453 27,496 18,295 22,631
-------------------------------------------------------------------------------
Total assets 1,925,683 18,224,746 8,737,494 3,778,916 5,540,088
LIABILITIES
Payable to third parties - 82,917 - - -
-------------------------------------------------------------------------------
Net assets available for benefits $1,925,683 $18,141,829 $8,737,494 $3,778,916 $5,540,088
===============================================================================
<CAPTION>
Putnam George
New Putname
Opportunities Fund Loan
Fund of Boston Fund Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investment funds $11,953,378 $4,362,935 $ - $34,276,941
Guaranteed income contracts - - - 18,200,293
Parent Company stock - - - 1,084,444
Loans receivable from participants - - 1,381,186 1,381,186
--------------------------------------------------------------------
11,953,378 4,362,935 1,381,186 54,942,864
Receivables:
Employer contribution receivable 25,993 4,210 - 900,051
Employee contribution receivable 66,065 10,890 - 168,669
--------------------------------------------------------------------
Total assets 12,045,436 4,378,035 1,381,186 56,011,584
LIABILITIES
Payable to third parties - - - 82,917
--------------------------------------------------------------------
Net assets available for benefits $12,045,436 $4,378,035 $1,381,186 $55,928,667
====================================================================
</TABLE>
See accompanying notes.
2
<PAGE>
Golden Comprehensive Security Program
Statements of Net Assets Available for Benefits (continued)
December 31, 1995
<TABLE>
<CAPTION>
Total
-----------
<S> <C>
ASSETS
Investment funds $19,806,644
Guaranteed investment contracts 38,277,908
Parent Company stock 600,926
Loans receivable from participants 1,908,930
Accrued income receivable 208,697
-----------
60,803,105
Receivables:
Employer contribution receivable 961,829
Employee contribution receivable 188,146
-----------
Total assets 61,953,080
LIABILITIES
Payable to third parties 31,815
-----------
Net assets available for benefits $61,921,265
===========
</TABLE>
See accompanying notes.
3
<PAGE>
Golden Comprehensive Security Program
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, 1996
<TABLE>
<CAPTION>
Putnam
Parent Guaranteed Growth Putnam
Conservative Aggressive Company Income and Income Global Growth
Equity Fund Equity Fund Stock Fund Contracts Fund Fund
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ - $ - $ - $ 1,788,981 $ 694,189 $ 265,571
Appreciation (depreciation) 139,893 182,691 247,024 - 213,705 (30,268)
--------------------------------------------------------------------------------------
Total investment (loss) income 139,893 182,691 247,024 1,788,981 907,894 235,303
Contributions:
Employer 58,942 57,023 868,667 163,665 127,093 75,027
Participants 167,907 168,354 138,058 612,544 344,113 217,450
--------------------------------------------------------------------------------------
226,849 225,377 1,006,725 776,209 471,206 292,477
--------------------------------------------------------------------------------------
Total additions 366,742 408,068 1,253,749 2,565,190 1,379,100 527,780
Benefit payments 551,444 630,778 110,645 9,432,770 811,379 198,450
Administrative expenses - - 11 83,712 340 150
--------------------------------------------------------------------------------------
Total deductions 551,444 630,778 110,656 9,516,482 811,719 198,600
--------------------------------------------------------------------------------------
Transfer of assets between funds (6,341,355) (5,633,279) 52,214 (21,348,494) 8,175,763 3,449,736
Transfer of assets (to) from other - - (11,418) (429,655) (5,650) -
plans
--------------------------------------------------------------------------------------
Net increase (decrease) (6,526,057) (5,855,989) 1,183,889 (28,729,441) 8,737,494 3,778,916
Net assets available for benefits at
beginning of year 6,526,057 5,855,989 741,794 46,871,270 - -
--------------------------------------------------------------------------------------
Net assets available for benefits
at end of year $ - $ - $1,925,683 $ 18,141,829 $8,737,494 $3,778,916
======================================================================================
<CAPTION>
Putnam
Putnam New George Putnam
Investors Opportunities Fund Loan
Fund Fund of Boston Fund Total
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest and dividends $ 647,464 $ 94,231 $ 348,590 $ 86,821 $ 3,925,847
Appreciation (depreciation) (99,218) (888,202) 89,123 - (145,252)
---------------------------------------------------------------------------
Total investment (loss) income 548,246 (793,971) 437,713 86,821 3,780,595
Contributions:
Employer 96,184 274,558 43,127 - 1,764,286
Participants 264,357 794,759 124,072 - 2,831,614
---------------------------------------------------------------------------
360,541 1,069,317 167,199 - 4,595,900
---------------------------------------------------------------------------
Total additions 908,787 275,346 604,912 86,821 8,376,495
Benefit payments 602,287 844,153 361,226 200,016 13,743,148
Administrative expenses 216 566 133 - 85,128
---------------------------------------------------------------------------
Total deductions 602,503 844,719 361,359 200,016 13,828,276
---------------------------------------------------------------------------
Transfer of assets between funds 5,263,474 12,644,479 4,140,132 (402,670) -
Transfer of assets (to) from other (29,670) (29,670) (5,650) (29,104) (540,817)
plans
---------------------------------------------------------------------------
Net increase (decrease) 5,540,088 12,045,436 4,378,035 (544,969) (5,992,598)
Net assets available for benefits at
beginning of year - - - 1,926,155 61,921,265
---------------------------------------------------------------------------
Net assets available for benefits
at end of year $5,540,088 $12,045,436 $4,378,035 $1,381,186 $55,928,667
===========================================================================
</TABLE>
See accompanying notes.
4
<PAGE>
Golden Comprehensive Security Program
Statements of Changes in Net Assets Available for Benefits (continued)
Year ended December 31, 1995
<TABLE>
<CAPTION>
Parent Interest
Conservative Aggressive Company Accumulation
Equity Fund Equity Fund Stock Fund Fund
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest $ - $ 1,296 $ 5,310 $ 2,748,433
Dividends 321,772 226,035 - -
Appreciation (depreciation) 855,840 1,236,090 (89,471) -
-----------------------------------------------------------------------
Total investment (loss) income 1,177,612 1,463,421 (84,161) 2,748,433
Contributions:
Employer 198,730 190,211 68,061 1,610,292
Participants 514,335 532,658 168,464 1,731,561
Transfer of assets (to) from other funds 494,892 598,562 (332,970) (740,876)
-----------------------------------------------------------------------
Total additions 2,385,569 2,784,852 (180,606) 5,349,410
Deductions:
Benefit payments 821,794 889,803 344,371 8,193,415
Administrative expenses 9,105 8,945 2,548 145,495
-----------------------------------------------------------------------
Total deductions 830,899 898,748 346,919 8,338,910
-----------------------------------------------------------------------
Net increase (decrease) 1,554,670 1,886,104 (527,525) (2,989,500)
Net assets available for benefits at beginning of year 4,971,387 3,969,885 1,269,319 49,860,770
-----------------------------------------------------------------------
Net assets available for benefits at end of year $6,526,057 $5,855,989 $ 741,794 $46,871,270
=======================================================================
<CAPTION>
Loan
Fund Total
----------------------------
<S> <C> <C>
Interest $ 135,671 $ 2,890,710
Dividends - 547,807
Appreciation (depreciation) - 2,002,459
----------------------------
Total investment (loss) income 135,671 5,440,976
Contributions:
Employer - 2,067,294
Participants - 2,947,018
Transfer of assets (to) from other funds (19,608) -
----------------------------
Total additions 116,063 10,455,288
Deductions:
Benefit payments 419,309 10,668,692
Administrative expenses - 166,093
----------------------------
Total deductions 419,309 10,834,785
----------------------------
Net increase (decrease) (303,246) (379,497)
Net assets available for benefits at beginning of year 2,229,401 62,300,762
----------------------------
Net assets available for benefits at end of year $1,926,155 $61,921,265
============================
</TABLE>
See Accompanying notes.
5
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements
December 31, 1996
1. DESCRIPTION OF THE PLAN
The following description of the Golden Comprehensive Security Program (the
Plan) provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions. The Plan
is a contributory defined contribution plan covering all eligible employees of
Golden Books Publishing Company, Inc., formerly known as Western Publishing
Company, Inc. (the Company). The Company is a subsidiary of Golden Books
Family Entertainment, Inc. (Parent Company) formerly known as Western
Publishing Group, Inc. Employees of any United States subsidiary of the Parent
Company which adopts the Plan, with the consent of the Company, who meet
certain eligibility requirements are also eligible. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Each employee becomes a participant of the Plan on specified monthly entry
dates after meeting the following requirements:
a. Is a salaried employee or a member of a group or class of employees to
whom the Plan has been extended by the Board of Directors of the Company;
and
b. Is not a member of a collective bargaining unit of employees represented
by a collective bargaining representative, except to the extent that an
agreement between the participating company (employer) and such
representative extends the Plan to such unit of employees; and
c. Has completed one year of continuous employment (as defined in the Plan).
Participants may elect to make contributions to the Plan in amounts based on a
percentage of compensation, as defined in the Plan. A participating employee's
total contribution is limited to not less than 1% and not more than 16% of
compensation. Income deferral contributions were limited to no more than
$9,500 and $9,240 in 1996 and 1995, respectively, in accordance with the
Internal Revenue Code (Code).
Each participating employer annually contributes to the Plan an amount equal
to 3% of the aggregate compensation of participants entitled to share in the
contribution for that year. In addition, each employer will contribute for a
participant an amount equal to 60% of the first 6% of "income deferral
contributions" made by, or on behalf of the participant.
6
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Employer contributions are reduced by any forfeitures to be credited for the
applicable period. Forfeitures for 1996 and 1995 totaled $122,627 and
$156,007, respectively. The employers' contributions are invested in the
Interest Accumulation Fund. Amounts credited to a participant's account are
designated as "Plan Credits."
The Plan is intended to satisfy the requirements under Section 404(c) of ERISA
and, therefore, provides that participants may choose to direct their
contributions and all or part of their account balances among any of the
Plan's investment alternatives.
Interest, dividends and net realized and unrealized gains and losses on Plan
investments are allocated to participants' accounts monthly based on their
proportionate share of the applicable fund's assets.
The employers' 3% contribution for each plan year is allocated to the
participants' accounts pro rata based on the eligible compensation paid to the
participant by the employer in that year.
If a participant's employment terminates for any reason other than retirement,
disability or death, the participant is entitled to receive Plan Credits
resulting from employer contributions which are then vested according to the
following schedule:
Vested Percentage
Years of Continuous Employment of Employer
Employment Contribution Account
--------------------------------------- ----------------------------
Less than 1 0%
1 but less than 2 25
2 but less than 3 50
3 but less than 4 75
4 or more 100
Balances in a participant's income deferral contribution account, participant
contribution account and prior plan account are fully vested at all times.
In the event of a participant's retirement, disability or death, Plan Credits
not previously vested become fully vested and are not subject to forfeiture,
and all Plan Credits become immediately distributable in the manner described
below.
7
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
When a participant's employment terminates for any reason, all vested Plan
Credits of the participant may be distributed to the participant or, in the
event of death, to the beneficiary by one or both of the following methods:
a. By a lump-sum distribution of any or all Plan Credits.
b. By applying the cash equivalent of any or all such Plan Credits towards
the purchase of an annuity contract, subject to certain requirements as
defined in the Plan.
A participant may elect to defer distribution of vested Plan Credits until age
701/2.
No more often than once per quarter, a participant may elect to withdraw all
or any portion of the net credit balance in the participant's contribution
account, prior plan account or rollover account. Participants may borrow, up
to certain limits, against their account balance. The loan must be repaid over
a period not to exceed 60 months unless the proceeds were used for the
purchase of a primary residence in which case it must be repaid within 240
months. Generally, loan repayments are made by payroll deduction.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis
of accounting.
INVESTMENTS
The Plan participates in investment accounts under the Western Publishing
Group, Inc. Master Retirement Trust (the Master Trust). Investment income,
realized gains and losses on investment transactions, expenses and investment
appreciation or depreciation on assets held in the Master Trust are allocated
monthly to each fund under the Plan based on its proportionate share of Master
Trust assets. Plan participation in the Master Trust is adjusted monthly for
withdrawals for benefit payments to Plan participants and for contributions
made to the Plan.
8
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUATION OF INVESTMENTS
Investments in the Master Trust pooled investment accounts and parent company
stock are valued at fair value based on quoted redemption values on the last
business day of the Plan year. Investments in guaranteed income contracts are
valued at contract value. Contract value represents contributions made under
the contract, plus interest, less benefit payments. This is a fully benefit
responsive investment contract, as that terminology is defined in AICPA
Statement of Position (SOP) No. 94-4, "Reporting of Investment Contracts Held
by Health and Welfare Benefit Plans and Defined Contribution Pension Plans."
As such, these contracts will continue to be carried at contract value.
Participant loans are valued at the remaining unpaid principal amount of the
loans, which approximates fair value.
EXPENSES
Plan expenses are generally charged to the Plan.
BENEFITS PAYABLE
Net assets available for benefits included benefits of $1,759,203 and
$2,571,157 due to participants who have withdrawn from participation in the
Plan as of December 31, 1996 and 1995, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
9
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
3. INVESTMENTS IN MASTER TRUST
Assets held by the Master Trust, including a separate identification of those
investments that represent 5% or more of the Master Trust's fair value of its
total investments, at December 31, are as follows:
<TABLE>
<CAPTION>
1996 1995
---------------------------------
<S> <C> <C>
Investments in pooled investment funds, at fair value determined by quoted
market price:
Conservative Equity Fund (Evergreen Total Return Fund) $ - $10,545,114
Aggressive Equity Fund (Evergreen Fund) - 9,909,884
Bankers Trust Pyramid Directed Account Cash Fund - 11,613,920
Bankers Trust Pyramid Intermediate/Long-Term Bond Fund - 4,032,134
Bankers Trust Pyramid Short/Intermediate Term Bond Fund - 4,029,000
Bankers Trust Pyramid Equity Index Fund - 4,025,762
Bankers Trust Pyramid Discretionary Cash Fund - 775
Putnam Funds:
George Putnam Fund* 6,577,962 -
Growth and Income Fund* 13,275,325 -
Investors Fund* 7,510,088 -
Global Growth Fund* 5,362,965 -
New Opportunities Fund* 16,792,971 -
---------------------------------
49,519,311 44,156,589
Less amounts allocated to other plans 15,242,370 24,349,945
=================================
$34,276,941 $19,806,644
=================================
</TABLE>
*Represents more than 5% of Master Trust total investments.
10
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
3. INVESTMENTS IN MASTER TRUST (CONTINUED)
<TABLE>
<CAPTION>
1996 1995
---------------------------------
<S> <C>
Investments in guaranteed income contracts, at contract value:
Principal Mutual Life Insurance Company
Contract #GA4-6187-1, 5.5% $ - $6,056,993
Principal Mutual Life Insurance Company
Contract #GA4-6187-2, 5.5% - 3,255,475
Principal Mutual Life Insurance Company
Contract #GA4-6187-3, 5.5% - 285,613
Principal Mutual Life Insurance Company
Contract #GA4-6187-4, 5.5% - 292,362
New York Life Insurance Company
Contract #GA-06701-1, 5.47% - 3,033,171
New York Life Insurance Company
Contract #GA-06701-2, 5.47% - 1,557,061
New York Life Insurance Company
Contract #GA-06701-3-1, 5.47% - 90,145
New York Life Insurance Company
Contract #GA-06701-4, 5.47% - 51,088
New York Life Insurance Company
Contract #GA-06701-3-1, 6.40%* 4,739,091 5,765,430
New York Life Insurance Company
Contract #GA-06701-3-2, 6.40% 2,697,299 3,095,764
New York Life Insurance Company
Contract #GA-06701-3-3, 6.40% 73,572 90,984
New York Life Insurance Company
Contract #GA-06701-3-4, 6.40% 74,794 90,860
Continental Assurance Company
Contract #GP-13137-006, 6.05%* 5,407,145 6,463,809
Continental Assurance Company
Contract #GP-13137-016, 6.05% 4,187,693 4,408,975
Continental Assurance Company
Contract #GP-13137-026, 6.05% 195,310 216,837
Continental Assurance Company
Contract #GP-13137-036, 6.05% 263,779 263,718
Hartford Life Insurance Company
Contract #GA3-10145-AA, 5.94%* 6,416,004 7,110,444
Hartford Life Insurance Company
Contract #GA3-10145-A, 5.94% 1,927,949 2,863,962
</TABLE>
*Represents more than 5% of Master Trust total investments.
11
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
3. INVESTMENTS IN MASTER TRUST (CONTINUED)
<TABLE>
<CAPTION>
1996 1995
---------------------------------
<S> <C> <C>
Investments in guaranteed income contracts, at contract value continued:
Hartford Life Insurance Company
Contract #GA3-10145-AZ, 5.94% $ 163,288 $ 183,196
Hartford Life Insurance Company
Contract #GA3-10145-01, 5.94% 64,511 77,574
Metropolitan Life Insurance Company
Contract #GA-13981-069, 7.47% 3,473,282 8,841,704
Metropolitan Life Insurance Company
Contract #GA-13981-169, 7.47% 2,072,688 4,598,941
Metropolitan Life Insurance Company
Contract #GA-13981-269, 7.47% 225,148 485,141
Metropolitan Life Insurance Company
Contract #GA-13981-369, 7.47% 232,182 480,348
Metropolitan Life Insurance Company
Contract #A-13823-069, 6.63% 800,845 1,006,357
Metropolitan Life Insurance Company
Contract #A-13823-169, 6.63% 627,239 682,122
Metropolitan Life Insurance Company
Contract #A-13823-269, 6.63% 38,082 40,443
Metropolitan Life Insurance Company
Contract #A-13823-369, 6.63% 69,252 70,807
Other Investments 717,399 -
---------------------------------
34,466,552 61,459,324
Less amounts allocated to other plans 16,266,259 23,181,416
---------------------------------
$18,200,293 $38,277,908
=================================
Investments in the Parent Company's stock, at fair value determined by
quoted market price $1,731,958 $ 1,021,222
Less amounts allocated to other plans 647,514 420,296
=================================
$1,084,444 $ 600,926
=================================
Loans receivable from participants, at estimated fair value $3,027,117 $3,367,681
Less amounts allocated to other plans 1,645,931 1,458,751
=================================
$1,381,186 $1,908,930
=================================
</TABLE>
12
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
3. INVESTMENTS IN MASTER TRUST (CONTINUED)
Interest and dividend income earned by the Master Trust during 1996 and 1995
was as follows:
<TABLE>
<CAPTION>
1996 1995
------------------ -----------------
<S> <C> <C>
Interest and dividend income earned by the Master Trust $6,320,426 $5,283,748
Less amount allocated to other plans 2,394,579 1,845,231
================== =================
$3,925,847 $3,438,517
================== =================
</TABLE>
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF MASTER TRUST INVESTMENTS
During 1996 and 1995, the Master Trust's investments (including investments
bought and sold, as well as held during the year) appreciated (depreciated) in
value and were allocated to the Plan as follows:
<TABLE>
<CAPTION>
Net Realized and
Unrealized
Appreciation
(Depreciation) in
Fair Value During Fair Value at
the Year End of Year
-------------------- ------------------
<S> <C> <C>
Year ended December 31, 1996
Investments at fair value as determined by quoted market prices:
Conservative Equity Fund (Evergreen Total Return Fund) $ 185,083 $ -
Aggressive Equity Fund (Evergreen Fund) 244,399 -
Putnam Funds:
George Putnam Fund 131,763 6,577,962
Growth and Income Fund 325,334 13,275,325
Investors Fund (131,110) 7,510,088
Global Growth Fund (39,872) 5,362,965
New Opportunities Fund (1,213,686) 16,792,971
Investments in the Parent Company's stock, at fair value
determined by quoted market price 435,108 1,731,958
-------------------- ------------------
(62,981) 51,251,269
Less amounts allocated to other plans 82,271 15,889,884
==================== ==================
$ (145,252) $35,361,385
==================== ==================
13
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF MASTER TRUST INVESTMENTS (CONTINUED)
</TABLE>
<TABLE>
<CAPTION>
Net Realized and
Unrealized
Appreciation
(Depreciation) in
Fair Value During Fair Value at
the Year End of Year
-------------------- ------------------
<S> <C> <C>
Year ended December 31, 1995
Investments at fair value as determined by quoted market prices:
Conservative Equity Fund (Evergreen Total Return Fund) $ 1,144,873 $10,545,114
Aggressive Equity Fund (Evergreen Fund) 1,720,461 9,909,884
Bankers Trust Pyramid Directed Account Cash Fund - 11,613,920
Bankers Trust Pyramid Intermediate/Long-Term Bond Fund - 4,032,134
Bankers Trust Pyramid Short/Intermediate Term Bond Fund - 4,029,000
Bankers Trust Pyramid Equity Index Fund - 4,025,862
Bankers Trust Pyramid Discretionary Cash Fund - 775
Investments in the Parent Company's stock, at fair value
determined by quoted market price (188,673) 1,021,222
-------------------- ------------------
2,676,661 45,177,811
Less amounts allocated to other plans 674,202 24,770,241
==================== ==================
$ 2,002,459 $20,407,570
==================== ==================
</TABLE>
5. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated November 24, 1995, that the Plan is qualified and the trust
established under the Plan is tax-exempt, under the appropriate sections of
the Code. The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently designed
and being operated in compliance with the applicable requirements of the Code.
Therefore, the plan administrator believes that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
14
<PAGE>
Golden Comprehensive Security Program
Notes to Financial Statements (continued)
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
15
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan's trustees have duly caused this annual report to be signed on its
behalf by the undersigned, hereunto duly authorized.
June 30, 1997 Golden Comprehensive Security Program
By: /s/ Philip Galanes
Philip Galanes
Member of Benefits Plan
Administration Committee
<PAGE>
EXHIBIT INDEX
Exhibit Document Description
Number
- ------
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloite & Touche
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Golden Comprehensive Security Program, with
respect to the financial statements of the Plan included in this Annual Report
Form 11-K for the year ended December 31, 1996.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
June 27, 1997
<PAGE>
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in Registration Statements
Nos. 33-18430, 33-18692, 33-18693 and 33-28019 of Golden Books Family
Entertainment, Inc. (formerly Western Publishing Group, Inc.) on Forms S-8
of our reports dated April 2, 1996, appearing in this Annual Report on
Form 11-K of Golden Books Family Entertainment, Inc. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche
Milwaukee, Wisconsin
June 30, 1997
