UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Golden Books Family Entertainment, Inc.(formerly Western Publishing Group, Inc.)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
959263 10 4
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (12-91)
<PAGE>
13G
CUSIP No. 959263 10 4 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Bernstein
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH 6 SHARED VOTING POWER
3,513,271
7 SOLE DISPOSITIVE POWER
2,017,500
8 SHARED DISPOSITIVE POWER
1,495,771
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,513,271
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (12-91)
<PAGE>
13G
CUSIP No. 959263 10 4 Page 3 of 5 Pages
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Item 1(a) Name of Issuer:
Golden Books Family Entertainment, Inc. (formerly Western
Publishing Group, Inc.)
Item 1(b) Address of Issuer's Principal Executive Offices:
888 Seventh Avenue
New York, New York 10106
Item 2(a) Name of Person Filing:
Richard A. Bernstein
Item 2(b) Address of Principal Business Office or, if none, Residence:
444 Madison Avenue
New York, New York 10022
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
959263 10 4
Item 3 This statement is not filed pursuant to Rule 13d-1(b) or
13d-2(b)
Item 4(a) Amount Beneficially Owned
As of December 31, 1998: 3,513,271
Includes 400,000 shares of Common Stock owned by a trust for
the benefit of Mr. Bernstein dated March 16, 1978 (the "1978
Trust") and 95,771 shares of Common Stock owned by The Richard
A. Bernstein Trust of 1986 (the "1986 Trust"). Also includes
1,000,000 shares transferred by Mr. Bernstein to the Amelia
Bernstein 1996 Trust (the "1996 Trust"), as described below.
On January 31, 1996, Mr. Bernstein, the 1978 Trust and the
1986 Trust granted irrevocable proxies to Golden Press
Holding, L.L.C. ("GPH") with respect to 3,996,771 shares of
Common Stock, giving GPH the power to vote such shares, for as
long as they are owned by Mr. Bernstein or his affiliates, in
such manner as GPH deems proper (subject to certain
limitations), for the term of such irrevocable proxies. Mr.
Bernstein, the 1978 Trust and the 1986 Trust have retained
sole dispositive power with respect to these shares. On May 7,
1996, Mr. Bernstein transferred 1,000,000 shares of Common
Stock to the 1996 Trust. On May 7, 1996, the 1996 Trust also
granted an irrevocable proxy to GPH. Nothing herein shall be
construed as an admission by Mr. Bernstein that he is, for
purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, the beneficial owner of the shares of Common
Stock owned by the 1996 Trust or the Foundation.
Item 4(b) Percent of Class: 12.6%
<PAGE>
13G
CUSIP No. 959263 10 4 Page 4 of 5 Pages
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Item 4(c) Number of share as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 3,513,271
(iii) sole power to dispose or to direct the disposition of:
2,017,500
(iv) shared power to dispose or to direct the disposition of:
1,495,771
Item 5 Ownership of Five Percent or Less of a Class:
Inapplicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
Inapplicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group:
Inapplicable.
Item 9 Notice of Dissolution of Group:
Inapplicable.
Item 10 Certification:
Inapplicable.
<PAGE>
13G
CUSIP No. 959263 10 4 Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 11, 1999
-----------------------------
(Date)
/s/ Richard A. Bernstein
-----------------------------
(Signature)
---------------------------
Richard A. Bernstein
