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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Golden Books Family Entertainment, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 0003808041
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James D. Bennett, c/o Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
November 8, 2000
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box
[X].
*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 the 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).
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CUSIP No. 0003808041
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,138,588
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,138,588
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,138,588
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
20.9%
14. Type of Reporting Person
IN
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CUSIP No. 0003808041
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Restructuring Capital Associates, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
1,324,514
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,324,514
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,324,514
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
12.9%
14. Type of Reporting Person
PN
5
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CUSIP No. 0003808041
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bennett Restructuring Fund, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
1,324,514
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,324,514
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,324,514
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
12.9%
14. Type of Reporting Person
PN
7
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CUSIP No. 0003808041
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bennett Offshore Restructuring Fund, Inc.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
814,074
9. Sole Dispositive Power:
10. Shared Dispositive Power:
814,074
11. Aggregate Amount Beneficially Owned by Each Reporting Person
814,074
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
8
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13. Percent of Class Represented by Amount in Row (11)
8.0%
14. Type of Reporting Person
CO
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This Schedule 13D is being filed to report the change in
beneficial ownership of James D. Bennett, a director of the
Issuer, Restructuring Capital Associates, L.P., Bennett Offshore
Restructuring Fund, Inc. and Bennett Restructuring Fund, L.P.(the
"Reporting Persons"), with respect to the common stock (the
"Shares") of Golden Books Family Entertainment, Inc. (the
"Issuer").
Item 1. Security and Issuer
This statement relates to the common stock (the
"Shares") of Golden Books Family Entertainment, Inc. (the
"company"). The Company's principal executive office is located
at 888 Seventh Avenue, 40th Floor, New York, NY 10106.
Item 2. Identity and Background
This statement is being filed on behalf of James D.
Bennett, Restructuring Capital Associates, L.P., Bennett Offshore
Restructuring Fund, Inc. and Bennett Restructuring Fund, L.P.
Their address is 2 Stamford Plaza, Suite 1501, 281 Tresser
Boulevard, Stamford, Connecticut 06901.
The principal business of Mr. Bennett is to act as an
investment manager.
None of the Reporting Persons has, during the last five
years, been convicted in any criminal proceeding.
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
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judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws.
Mr. Bennett is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett is deemed to
beneficially own 2,138,588 Shares. The Shares which Mr. Bennett
is deemed to beneficially own are held on behalf of certain
investment entities over which Mr. Bennett has investment
discretion. The 2,138,588 Shares were purchased in open market
transactions. The funds for the purchase of the Shares came from
each investment entity's own funds. No leverage was used to
purchase any of the Shares.
Item 4. Purpose of Transaction
The Shares beneficially owned by the Reporting
Persons were acquired and are being held solely for
investment purposes.
None of the Reporting Persons has any plan or
proposal which relates to, or would result in, any of the
actions enumerated in Item 4 of the instructions to
Schedule 13D.
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Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett is deemed to be
the beneficial owner of 2,138,588 Shares of the Issuer.
Based on the Issuer's latest 10-Q, there were a total of
10,233,889 Shares outstanding as of November 3, 2000.
Therefore, Mr. Bennett is deemed to beneficially own 20.9%
of the outstanding Shares. Mr. Bennett has the shared power
to vote, direct the vote, dispose of or direct the
disposition of all of the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
None of the Reporting Persons has any contract,
arrangement, understanding or relationship with any person
with respect to the Shares.
Item 7. Material to be Filed as Exhibits
A Joint Filing Agreement on behalf of the Reporting
Persons is filed herewith as Exhibit A.
A description of the transactions in the Shares
that were effected by Mr. Bennett during the past 60 days is
filed herewith as Exhibit B.
Signature
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The undersigned after reasonable inquiry and to the best
of their knowledge and belief, certify that the information
set forth in this statement is true, complete and correct.
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation,
General Partner
/s/ James D. Bennett
By:_______________________________
James D. Bennett, President
/s/ James D. Bennett
________________________________
James D. Bennett, President
BENNETT RESTRUCTURING FUND, L.P.
By: Restructuring Capital Associates,
L.P., General Partner
By: Bennett Capital Corporation,
General Partner
/s/ James D. Bennett
By:________________________________
James D. Bennett, President
BENNETT OFFSHORE RESTRUCTURING FUND,
INC
/s/ James D. Bennett
By:_______________________________
James D. Bennett, Director
November 17, 2000
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Exhibit A
JOINT FILINGAGREEMENT
The undersigned agree that this Schedule 13D dated
November 17, 2000 relating to the Common Stock of Golden Books
Family Entertainment, Inc. shall be filed on behalf of the
undersigned.
/s/ James D. Bennett
___________________________________
James D. Bennett
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation
General Partner
/s/ James D. Bennett
By: _________________________________
James D. Bennett, President
BENNETT RESTRUCTURING FUND, L.P.
By: Restructuring Capital
Associates, L.P.
General Partner
By: Bennett Capital Corporation
General Partner
/s/ James D. Bennett
By: _________________________________
James D. Bennett, President
By: BENNETT OFFSHORE RESTRUCTURING
FUND, INC.
/s James D. Bennett
By: _________________________________
James D. Bennett, Director
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75252000.BF3
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Exhibit B
Schedule of Transactions
Shares Purchased Price
Date or (Sold) Per Share
11/08/00 273,143 $.135
75252000.BF3
