<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)
Penn Corporation 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>
Penn Corporation
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 Plan Benefits........................2
Statements of Changes in Net Assets Available for Plan 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 Board of Directors and Shareholders
Penn Corporation
Comprehensive Security Program
We have audited the accompanying statement of net assets available for plan
benefits of the Penn Corporation Comprehensive Security Program (the Plan) as
of December 31, 1996, and the related statement of changes in net assets
available for plan 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 financial position of the Plan
at December 31, 1996, and changes in its net assets available for plan
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 audits 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>
Penn Corporation
Comprehensive Security Program
Statements of Net Assets Available for Plan Benefits
December 31, 1996
<TABLE>
<CAPTION>
Parent Guaranteed Putnam Putnam Global Putnam Putnam New
Company Income Growth and Growth Investors Opportunities
Stock Fund Contracts Income Fund Fund Fund Fund
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investment funds $ - $ - $547,371 $263,660 $298,805 $623,195
Guaranteed income contracts - 947,279 - - - -
Parent Company stock 49,647 - - - - -
Loans receivable from participants - - - - - -
---------------------------------------------------------------------------------------
49,647 947,279 547,371 263,660 298,805 623,195
Receivables:
Employer contribution receivable 407 21,567 24,382 15,135 13,092 38,195
Employee contribution receivable 58 2,595 4,007 3,238 2,307 7,013
---------------------------------------------------------------------------------------
Total assets 50,112 971,441 575,760 282,033 314,204 668,403
LIABILITIES
Payable to Third parties - 4,132 - - - -
---------------------------------------------------------------------------------------
Net assets available for benefits $50,112 $967,309 $575,760 $282,033 $314,204 $668,403
=======================================================================================
<CAPTION>
George
Putnam Fund Loan
of Boston Fund Total
-------------------------------------------
<S> <C> <C> <C>
ASSETS
Investment funds $238,358 $ - $1,971,389
Guaranteed income contracts - - 947,279
Parent Company stock - - 49,647
Loans receivable from participants - 104,452 104,452
-------------------------------------------
238,358 104,452 3,072,767
Receivables:
Employer contribution receivable 8,793 - 121,571
Employee contribution receivable 1,396 - 20,614
-------------------------------------------
Total assets 248,547 104,452 3,214,952
LIABILITIES
Payable to Third parties - - 4,132
-------------------------------------------
Net assets available for benefits $248,547 $104,452 $3,210,820
===========================================
</TABLE>
See accompanying notes.
2
<PAGE>
Penn Corporation
Comprehensive Security Program
Statements of Net Assets Available for Plan Benefits (continued)
December 31, 1995
<TABLE>
<S> <C>
ASSETS
Investment funds $ 830,563
Guaranteed investment contracts 1,392,359
Parent Company stock 31,405
Loans receivable from participants 81,580
Accrued income receivable 7,845
----------
2,343,752
Receivables:
Employer contribution receivable 117,741
Employee contribution receivable 19,980
----------
Total assets 2,481,473
LIABILITIES
Payable to third parties 2,795
==========
Net assets available for benefits $2,478,678
==========
</TABLE>
See accompanying notes.
3
<PAGE>
Penn Corporation
Comprehensive Security Program
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1996
<TABLE>
<CAPTION>
Golden Books Family
Entertainment, Inc. Guaranteed Putnam
Conservative Aggressive Stock Income Growth and
Equity Fund Equity Fund Fund Contracts Income Fund
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest and dividends $ - $ - $ - $ 117,794 $ 44,226
Appreciation (depreciation) on
pooled investment accounts 3,679 7,913 23,349 - 11,078
-----------------------------------------------------------------------------------
Total investment income (loss) 3,679 7,913 23,349 117,794 55,304
Contributions:
Employer - - 407 21,144 24,285
Participants 12,119 13,916 3,938 67,814 45,075
-----------------------------------------------------------------------------------
12,119 13,916 4,345 88,958 69,360
-----------------------------------------------------------------------------------
Total additions 15,798 21,829 27,694 206,752 124,664
Benefit payments 18,701 41,849 3,642 239,755 10,472
Administrative expenses - - - 4,265 55
-----------------------------------------------------------------------------------
Total deductions 18,701 41,849 3,642 244,020 10,527
Transfer of assets between funds (186,214) (255,620) (40,056) (1,228,220) 449,933
Transfer of assets (to) from other
plans - - 19,004 344,036 11,690
-----------------------------------------------------------------------------------
Net increase (decrease) (189,117) (275,640) 3,000 (921,452) 575,760
Net assets available for benefits at
beginning of year 189,117 275,640 47,112 1,888,761 -
-----------------------------------------------------------------------------------
Net assets available for benefits at
end of year $ - $ - $ 50,112 $ 967,309 $575,760
===================================================================================
<CAPTION>
Putnam Global Putnam Putnam New George Putnam
Growth Investors Opportunities Fund of Loan
Fund Fund Fund Boston Fund Total
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 18,558 $ 35,019 $ 4,876 $ 18,847 $ 5,233 $ 244,553
Appreciation (depreciation) on
pooled investment accounts (1,687) (5,000) (46,232) 4,364 - (2,536)
-----------------------------------------------------------------------------------------
Total investment income (loss) 16,871 30,019 (41,356) 23,211 5,233 242,017
Contributions:
Employer 14,685 12,628 36,903 8,793 - 118,845
Participants 31,857 28,480 73,848 18,717 - 295,764
-----------------------------------------------------------------------------------------
46,542 41,108 110,751 27,510 - 414,609
-----------------------------------------------------------------------------------------
Total additions 63,413 71,127 69,395 50,721 5,233 656,626
Benefit payments 6,595 9,767 20,914 11,525 1,551 364,771
Administrative expenses 18 22 66 28 - 4,454
-----------------------------------------------------------------------------------------
Total deductions 6,613 9,789 20,980 11,553 1,551 369,225
Transfer of assets between funds 225,233 230,367 597,489 197,689 9,399 -
Transfer of assets (to) from other
plans - 22,499 22,499 11,690 13,323 444,741
-----------------------------------------------------------------------------------------
Net increase (decrease) 282,033 314,204 668,403 248,547 26,404 732,142
Net assets available for benefits at
beginning of year - - - - 78,048 2,478,678
-----------------------------------------------------------------------------------------
Net assets available for benefits at
end of year $282,033 $314,204 $668,403 $248,547 $104,452 $3,210,820
=========================================================================================
</TABLE>
See accompanying notes.
4
<PAGE>
Penn Corporation
Comprehensive Security Program
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1995
<TABLE>
<CAPTION>
Aggressive Parent Interest
Conservative Equity Company Accumulation
Equity Fund Fund Stock Fund Fund Loan Fund Total
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest $ - $ 58 $ 416 $ 99,852 $ 5,548 $ 105,874
Dividends 9,717 10,129 - - - 19,846
Appreciation (depreciation) 25,845 55,393 (12,280) - - 68,958
-------------------------------------------------------------------------------------
Total investment income (loss)
35,562 65,580 (11,864) 99,852 5,548 194,678
Contributions:
Employer - - - 114,127 - 114,127
Participants 44,220 48,126 14,684 170,087 - 277,117
Transfer of assets (to)
from other funds (3,407) 12,270 393 (8,777) (479) -
-------------------------------------------------------------------------------------
Total additions 76,375 125,976 3,213 375,289 5,069 585,922
Benefit payments 90,035 73,876 25,188 1,583,565 9,074 1,781,738
Administrative expenses 275 401 245 5,330 - 6,251
-------------------------------------------------------------------------------------
Total deductions 90,310 74,277 25,433 1,588,895 9,074 1,787,989
-------------------------------------------------------------------------------------
Net increase (decrease) (13,935) 51,699 (22,220) (1,213,606) (4,005) (1,202,067)
Net assets available for
benefits at beginning
of year 203,052 223,941 69,332 3,102,367 82,053 3,680,745
-------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $189,117 $275,640 $ 47,112 $ 1,888,761 $78,048 $2,478,678
=====================================================================================
</TABLE>
See accompanying notes.
5
<PAGE>
Penn Corporation
Comprehensive Security Program
Notes to Financial Statements
December 31, 1996
1. DESCRIPTION OF PLAN
The following description of the Penn Corporation 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
eligible employees of Penn Corporation (the Company), a wholly owned
subsidiary of Golden Books Family Entertainment, Inc., formerly known as
Western Publishing Group, Inc., on December 23, 1996, the Company was sold to
Contempo Colours, Inc. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
An 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
which the Plan has been extended by the Board of Directors or the
employer, 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, by means of authorized payroll deductions, 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 for 1996 and
1995, respectively, in accordance with the Internal Revenue Code (the Code).
6
<PAGE>
Penn Corporation
Comprehensive Security Program
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
The Company contributes to the Plan 3% of the aggregate compensation of
participants entitled to share in the contribution for that year. Employer
contributions are reduced by any forfeitures. Forfeitures for 1996 and 1995
totaled $2,726 and $11,711, respectively.
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.
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 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
Balance in a participant's income deferral contribution account and voluntary
participant contribution 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>
Penn Corporation
Comprehensive Security Program
Notes to Financial Statements (continued)
1. DESCRIPTION OF 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
70-1/2.
No more often than once per quarter, a participant may elect to withdraw all
or any portion of the net credit balance in the voluntary participant
contribution account or rollover account. In addition, 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
360 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 annually for
employer contributions made to the Plan.
8
<PAGE>
Penn Corporation
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, such as trustee fees, are paid by the Plan.
BENEFITS PAYABLE
Net assets available for benefits included benefits of $0 and $88,587 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>
Penn Corporation
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 47,547,922 43,326,026
=================================
$ 1,971,389 $ 830,563
=================================
</TABLE>
*Represents more than 5% of Master Trust total investments.
10
<PAGE>
3. INVESTMENTS IN MASTER TRUST (CONTINUED)
<TABLE>
<CAPTION>
1996 1995
---------------------------------
<S> <C> <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
</TABLE>
*Represents more than 5% of Master Trust total investments.
11
<PAGE>
Penn Corporation
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:
Hartford Life Insurance Company
Contract #GA3-10145-A, 5.94% $1,927,949 $2,863,962
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 33,519,273 60,066,761
---------------------------------
$ 947,279 $ 1,392,563
=================================
</TABLE>
12
<PAGE>
Penn Corporation
Comprehensive Security Program
Notes to Financial Statements (continued)
3. INVESTMENTS IN MASTER TRUST (CONTINUED)
<TABLE>
<S> <C> <C>
Investments in the Golden Books Family Entertainment, Inc. stock, at
fair value determined by quoted market price $1,731,958 $1,021,222
Less amounts allocated to other plans 1,682,311 989,817
-----------------------------------
$ 49,647 $ 31,405
===================================
Loans receivable from participants, at estimated fair value $3,027,117 $3,367,681
Less amounts allocated to other plans 2,922,665 3,286,101
-----------------------------------
$ 104,452 $ 81,580
===================================
</TABLE>
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 6,075,873 5,158,028
----------------------------------
$ 244,553 $ 125,720
==================================
</TABLE>
13
<PAGE>
Penn Corporation
Comprehensive Security Program
Notes to Financial Statements (continued)
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 -
Bankers Trust Pyramid Directed Account Cash Fund - -
Bankers Trust Pyramid Intermediate/Long-Term Bond Fund - -
Bankers Trust Pyramid Short/Intermediate Term Bond Fund - -
Bankers Trust Pyramid Equity Index Fund - -
Bankers Trust Pyramid Discretionary Cash Fund - -
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 Golden Books Family Entertainment, Inc. 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 (60,445) 49,230,233
---------------------------------------
$ (2,536) $ 2,021,036
=======================================
</TABLE>
14
<PAGE>
Penn Corporation
Comprehensive Security Program
Notes to Financial Statements (continued)
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF MASTER TRUST INVESTMENTS
(CONTINUED)
<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 Golden Books Family Entertainment, Inc. 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 2,607,703 44,315,843
---------------------------------------
$ 68,958 $ 861,968
=======================================
</TABLE>
5. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated June 20, 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.
15
<PAGE>
Penn Corporation
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% vested in their accounts.
16
<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 Penn Corporation 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 Penn Corporation 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
