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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Bennett Restructuring Fund, L.P.
c/o Bennett Management Corporation
2 Stamford Plaza
Suite 1501
281 Tresser Blvd.
Stamford, Connecticut 06901
2. Date of Event Requiring Statement (Month/Day/Year)
January 27, 2000
3. IRS Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Golden Books Family Entertainment, Inc. (GBFK. OB)
5. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
( ) Director (X) 10% Owner ( ) Officer (give title
below) ( ) Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
Securities Form: Beneficial Ownership
Beneficially Direct(D) or
Owned Indirect(I)
Common Stock, 1,029,822 D
$.01 par value*+
Table II -- Derivative Securities Beneficially Owned
<TABLE>
<S> <C> <C> <C> <C> <C>
1.Title of 2.Date Exer- 3.Title and Amount 4. Conver- 5. Ownership 6. Nature of
Derivative cisable and of Securities sion or Form of Indirect
Security Expiration Underlying Exercise Derivative Beneficial
Date Derivative Security Price of Security:
Ownership
(Month/Day/ --------------- Deri- Direct(D) or
Year) Title Amount or vative Indirect (I)
--------------- Number of Security
Date Expira- Shares
Exer- tion
cisable Date
</TABLE>
Explanation of Responses:
*Pursuant to the Issuer's Plan of Reorganization effective
January 27, 2000 the Reporting Person received 2.27697 shares of
New Common Stock of the Issuer per share of 8.75% Preferred Stock
("Preferred Stock") and 28.333 shares of New Common Stock of the
Issuer per Senior Notes 7.65% September 15, 2002 Bond ("Bond")
(face value $1000). Based on the Reporting Person's beneficial
ownership of 321,585 shares of Preferred Stock and 9,070 Bonds as
of January 27, 2000, the Reporting Person is currently deemed to
own 989,222 shares of New Common Stock (732,239 shares from the
Preferred Stock and 256,983 shares from the Bonds).
+Includes 40,600 shares of Common Stock purchased on October 12,
1999. The October 12 transaction settled on February 10, 2000.
SIGNATURE OF REPORTING PERSON
2
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Bennett Offshore Restructuring Fund, L.P.
By: Restructuring Capital Associates, L.P.,
General Partner
By: Bennett Capital Corporation,
General Partner
By: /s/ James D. Bennett
James D. Bennett, President
DATE:
February 10, 2000
3
75252000.BE3
