-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DyfV0U8OwTomvEeywmDNp15LFaWfDuZafo6NLuipw7ifW+i2t0MSgiisNQvaIzfH JsF7fJiLbZXhUrUPhRMODw== 0000889812-95-000245.txt : 19950531 0000889812-95-000245.hdr.sgml : 19950531 ACCESSION NUMBER: 0000889812-95-000245 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950128 FILED AS OF DATE: 19950530 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PUBLISHING GROUP INC CENTRAL INDEX KEY: 0000790706 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061104930 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-14399 FILM NUMBER: 95543155 BUSINESS ADDRESS: STREET 1: 444 MADISON AVE STREET 2: STE 601 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126884500 MAIL ADDRESS: STREET 1: 444 MADISON AVE STREET 2: STE 601 CITY: NEW YORK STATE: NY ZIP: 10022 10-K405/A 1 AMENDMENT TO ANNUAL REPORT FORM 10-K - A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal year ended January 28, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ...... to ...... Commission file number 0-14399 Western Publishing Group, Inc. (Exact name of registrant as specified in its charter) Delaware 06-1104930 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 444 Madison Avenue, New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-688-4500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Common Stock, par value $ .01 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X or No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, is definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the Registrant's voting stock held by non-affiliates of the Registrant, computed by reference to the closing sales price as quoted on NASDAQ on April 13, 1995, was approximately $190,525,000. As of April 13, 1995, 21,023,274 shares of the Registrant's $.01 par value common stock were outstanding. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Robert A. Bernhard Director since: 1986 Age: 66 Mr. Bernhard is President of Bernhard Management Corporation, investment bankers, Co-Chairman of Munn, Bernhard & Associates, Inc., investment managers, and a General Partner of Hycliff Partners, an investment partnership, and has been engaged in the investment banking business for more than twenty-seven years, including as a partner at Lehman Brothers and a partner in the Corporate Finance Department of Salomon Brothers Inc. Mr. Bernhard is a Trustee and a Vice Chairman of Montefiore Medical Center, a Trustee of Cooper Union for the Advancement of Science and Art, a member of the Board of Trustees of Vassar College, a member of the Board of Overseers of the Albert Einstein School of Medicine and a member of the Harvard University Visiting Committee for the Art Museums. He is also a member of the Board of Directors of Stone Energy Corporation and SCP Communications, Inc. Richard A. Bernstein Director since: 1984 Age: 48 Mr. Bernstein is Chairman and Chief Executive Officer of Western Publishing Group, Inc. and Chairman of Western Publishing Company, Inc., a wholly-owned subsidiary of Western Publishing Group, Inc., and has served in such capacities since February 1984 and Chairman, President and Chief Executive Officer of Penn Corporation, then a newly-acquired subsidiary of Western Publishing Group, Inc., since November 1986. He is President of P&E Properties, Inc., a privately-owned commercial real estate ownership/management company, and has served in that capacity for more than five years. Mr. Bernstein is a member of the Regional Advisory Board of Chemical Bank, a member of the Board of Trustees of New York University, a member of the Board of Overseers of the New York University Stern School of Business, a Director and Vice President of the Police Athletic League, Inc., a member of the Board of Trustees of New York University's Hospital for Joint Diseases/Orthopaedic Institute, a member of the Board of Trustees of The Big Apple Circus, Inc. and a member of The Economic Club of New York. Samuel B. Fortenbaugh III Director since: 1989 Age: 61 Mr. Fortenbaugh has been a partner in the law firm of Morgan, Lewis & Bockius since 1980, which firm rendered legal services to Western Publishing Group, Inc. during Fiscal 1995. Mr. Fortenbaugh is a member of the Board of Directors of Baldwin Technology Company, Inc., a corporation engaged in the manufacture of controls, instruments and accessory equipment for printing presses. Allan S. Gordon Director since: 1986 Age: 53 Mr. Gordon is Managing Partner of the investment banking firm of Gordon, Haskett & Co., a member firm of the New York Stock Exchange. Mr. Gordon has been engaged in the investment banking business for more than five years. Mr. Gordon is a Director of Edward S. Gordon Company, Inc., Meyers Parking System, Inc. and Guiding Eyes for the Blind, Inc. Jenny Morgenthau Director since: 1992 Age: 50 Ms. Morgenthau is Executive Director, Chief Executive and Chief Operating Officer of The Fresh Air Fund, serving in that capacity since 1983. Between 1977 and 1983, Ms. Morgenthau was the Director, Office of Program Planning, for the New York City Human Resources Administration. Ms. Morgenthau is a member of the Board of Directors of Paul Newman's Hole in the Wall Gang camp, The National Dance Institute, The Baron de Hirsch Fund and the New York Chapter of The American Jewish Committee. Michael A. Pietrangelo Director since: 1989 Age: 52 Mr. Pietrangelo is President of the Personal Care Products Group of IVAX Corporation. From May 1990 through February 1994, he was President and Chief Executive Officer of CLEO Inc., a subsidiary of Gibson Greetings, Inc. From July 1989 through April 1990, Mr. Pietrangelo served as President and Chief Operating Officer of Western Publishing Group, Inc. Between 1985 and July 1989, Mr. Pietrangelo was President of Schering-Plough's Personal Care Group. Mr. Pietrangelo is a member of the Board of Directors of Universal Heights, Inc., Medicis Pharmaceutical Corporation, The American Parkinson Disease Association and The Memphis College of Art. He is also counsel to the Law firm of Weirich, Pietrangelo and Carter. The information called for with respect to Executive Officers appears in Part I of the Registrant's Form 10-K, which was previously filed. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the cash compensation paid or accrued by Western and its subsidiaries during Fiscal 1995 to the Chief Executive Officer and the four other most highly paid executive officers.
SUMMARY COMPENSATION TABLE --------------------------- \--------ANNUAL COMPENSATION----------\\---LONG-TERM COMPENSATION---\ --------------------------------------------------------------------- Other Restricted Securities Fiscal Annual Stock Underlying LTIP All Other Name and Principal Position Year Salary Bonus ($) Compensation Awards Options(#)(2) Payouts($) Compensation($)(4) - --------------------------- ------ ------ --------- ------------ ---------- ------------- ---------- ------------------ Richard A. Bernstein 1995 540,000 30,000 12,706 Chairman and Chief Executive Officer 1994 529,231 15,133 of Western Publishing Group, Inc.; 1993 499,154 121,500(1) 25,000 14,671 Chairman, President and Chief Executive Officer of Penn Corporation. Frank P. DiPrima 1995 166,153 694,785 Former President and Chief Operating 1994 480,099 12,471 Officer of Western Publishing Group, 1993 461,417 100,000(1) 12,103 Inc. George P. Oess 1995 213,462 55,000(3) 459,676 Former President of Western 1994 300,000 31,350 70,000(3) 83,867 Publishing Company, Inc. 1993 298,462 20,000 14,671 Bruce A. Bernberg 1995 230,000 15,000 13,861 Senior Vice President, Finance and 1994 230,000 23,650 15,983 Administration of Western 1993 233,158 7,500 15,766 Publishing Company, Inc. Ira A. Gomberg 1995 237,558 25,000 10,044 Vice President, Business Development 1994 178,605 10,649 and Corporate Communications 1993 166,116 32,964(1) 10,172
(1) Reflects bonus earned during Fiscal 1993, paid in Fiscal 1994. (2) Options to acquire shares of Common Stock. (3) In accordance with his termination agreement, Mr. Oess was granted options to acquire 55,000 shares of Common Stock under the Amended and Restated 1986 Employee Stock Option Plan in exchange for the cancellation of options to acquire 70,000 shares of Common Stock granted in Fiscal 1994. (4) Includes amounts contributed by the Company as matching contributions equal to 60% of the first 6% of earnings (to a maximum Company contribution of $5,544) and a 3% annual Company contribution based on employee's annual compensation (up to the Internal Revenue Service limitation of $150,000 of compensation) to the Golden Comprehensive Security Program (the "Program"). In calendar year 1994, contributions to the Program with respect to Messrs. Bernstein, DiPrima, Oess, Bernberg and Gomberg were $10,044, $10,044, $10,044, $9,914, and $10,044, respectively. In calendar year 1993, contributions to the Program with respect to Messrs. Bernstein, DiPrima, Oess, Bernberg, and Gomberg were $12,471, $12,471, $12,471, $12,296, and $10,649, respectively. In calendar year 1992, contributions to the Program with respect to Messrs. Bernstein, DiPrima, Oess, Bernberg and Gomberg were $12,103, $12,103, $12,103, $12,103, and $10,172, respectively. In addition, the following amounts were paid or accrued during the last three years pursuant to the Executive Medical Reimbursement Plan and the excess life insurance program: In calendar year 1994, the Executive Medical Reimbursement Plan paid premiums for Messrs. Bernstein, Oess and Bernberg of $1,800, $1,200 and $1,800, respectively. During the same period, the Company paid excess life insurance premiums for Messrs. Bernstein, Oess and Bernberg of $862, $1,800 and $1,152, respectively. In calendar year 1993, the Executive Medical Reimbursement Plan paid premiums for each of Messrs. Bernstein, Oess and Bernberg of $1,800. During the same period, the Company paid excess life insurance premiums for each of Messrs. Bernstein, Oess and Bernberg of $862. In calendar year 1992, the Executive Medical Reimbursement Plan paid premiums for each of Messrs. Bernstein, Oess and Bernberg of $1,650. During the same period, the Company paid excess life insurance premiums for each of Messrs. Bernstein, Oess and Bernberg of $918. In 1994, $3,000 and $995 was paid to Messrs. Oess and Bernberg, respectively, for financial planning assistance. In 1993, $8,734 and $1,025 was paid to Messrs. Oess and Bernberg, respectively, for financial planning assistance. In 1992, $1,095 was paid to Mr. Bernberg for financial planning assistance. In Fiscal 1994, the Company established the Western Supplemental Retirement Plan ("WSRP") for those executive officers designated by the Board of Directors. The plan provides for contributions, as deemed appropriate by the Board of Directors, with payment to the executive officer upon termination (provided such termination is not for cause). The assets of WSRP are considered general assets of the Company until distributed to the executive officer. In Fiscal 1995 and Fiscal 1994, a contribution of $30,000 and $60,000, respectively, was made to the WSRP for the benefit of Mr. Oess. In Fiscal 1995, Mr. Oess was paid these amounts, plus interest, coincident with his retirement. In accordance with his employment agreement, Mr. DiPrima became entitled to severance pay equivalent to two years salary upon termination. The severance is reduced by one-half of any earnings during the two year period. Other compensation includes $684,741, representing the present value of the severance payments at May 31, 1994, the date of termination. In accordance with his termination agreement, Mr. Oess is entitled to severance pay equivalent to one and one-half years salary. The severance is reduced by one-half of any earnings during this period. Other compensation includes $413,632, representing the present value of the severance payments at September 23, 1994, the date of termination. OPTION GRANTS IN THE LAST FISCAL YEAR:
INDIVIDUAL GRANTS ------------------------------ Number Percent of Potential Realizable Of Securities Total Options Value at Assumed Annual Underlying Granted To Rates of Stock Appreciation Options Employees In Exercise Price Expiration For Option Term (3) Name Granted (#) Fiscal Year $/Share Date 5% 10% Richard A. Bernstein 30,000(1) 3.4% $11.50 8/23/04 216,969 549,841 Bruce A. Bernberg 15,000(1) 1.7% $11.75 6/22/04 110,843 280,897 Ira A. Gomberg 25,000(1) 2.9% $11.50 8/23/04 180,807 458,201 George P. Oess 55,000(2) 6.3% $12.75 9/23/97 110,535 232,114
(1) The options granted to Messrs. Bernstein, Bernberg and Gomberg vest 1/3 on the date of the grant, 1/3 on the first anniversary of the grant and 1/3 on the second anniversary of the grant. (2) The options granted to Mr. Oess were immediately vested on the date granted. These options, which expire three years after date of grant, remain exercisable after termination of employment. (3) The dollar gains under these columns result from calculations assuming 5% and 10% growth rates as set by the SEC and are not intended to forecast future price appreciation of Common Stock of the Company. The gains reflect a future value based upon growth at these prescribed rates. The Company is not aware of any formula which will determine with reasonable accuracy a present value based on future unknown or volatile factors. It is important to note that options have value to the listed executives and to all option recipients only if the stock price advances beyond the grant date price shown in the table during the effective option period. AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END VALUE:
Number of Unexercised Value of Unexercised Shares Options Held At In-The-Money Acquired On Value January 28, 1995 (#) Options at January 28, 1995(1) Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable Richard A. Bernstein 10,000 57,500 Frank P. DiPrima 60,000 $108,499 George P. Oess 55,000 Bruce A. Bernberg 5,000 25,000 Ira A. Gomberg 23,333 36,667
(1) Market value of underlying securities at January 28, 1995 ($9.75). Compensation Committee Interlocks and Insider Participation As of January 28, 1995, the Executive Compensation Committee and Stock Option Committee consisted of Messrs. Bernhard and Gordon and Messrs. Bernhard, Gordon and Baron, respectively, none of whom are former or current officers or employees of the Company or any subsidiaries. No executive officer of the Company serves as an officer, director or member of the Compensation Committee of any entity for which any of the persons serving on the Board of Directors, the Executive Compensation Committee or the Stock Option Committee of the Company is an executive officer. Mr. Baron is a partner of the law firm of Morgan, Lewis & Bockius, located in New York, New York, which firm is outside counsel to the Company. From time to time, the firm has been retained by the Company and its subsidiaries with regard to a variety of legal matters. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN Stock Price Performance Graph Set forth below is a line graph comparing the cumulative total stockholder return on the Company's Common Stock against the cumulative total return of S & P 500 Companies compiled by the University of Chicago Center for Research in Security Prices and an index of Peer Group companies selected by the Company for the five-year period ended January 27, 1995. box symbol WPGI triangle Peer Group * S&P 500 Date Company Index Market Index Peer Index 02/02/90 100.000 100.000 100.000 02/27/90 99.324 100.221 102.123 03/27/90 97.973 103.806 106.488 04/27/90 100.000 100.305 106.352 05/25/90 99.324 108.594 112.968 06/27/90 89.865 109.034 114.567 07/27/90 91.892 108.604 107.914 08/27/90 75.676 99.117 95.677 09/27/90 66.892 93.065 93.192 10/26/90 72.297 94.450 92.974 11/27/90 60.135 99.101 98.146 12/27/90 51.351 102.652 108.532 02/01/91 62.838 107.520 110.182 02/27/91 60.135 115.719 117.069 03/27/91 68.243 118.459 121.819 04/26/91 62.838 119.758 122.767 05/24/91 73.649 119.746 114.074 06/27/91 64.189 119.114 110.645 07/26/91 64.189 121.337 108.686 08/27/91 56.757 125.779 108.862 09/27/91 62.162 123.722 108.370 10/25/91 74.324 123.358 109.168 11/27/91 70.270 121.357 103.651 12/27/91 83.108 131.367 113.882 01/31/92 93.243 132.329 120.524 02/27/92 99.324 134.411 126.104 03/27/92 97.297 131.345 126.187 04/27/92 89.865 133.096 120.456 05/27/92 95.270 134.722 121.898 06/26/92 81.081 132.179 121.613 07/27/92 98.649 135.068 122.793 08/27/92 102.703 136.130 120.910 09/25/92 109.459 136.736 122.971 10/27/92 93.243 138.405 127.319 11/27/92 100.000 142.807 131.505 12/24/92 114.865 146.334 130.611 01/29/93 93.919 146.205 132.093 02/26/93 97.973 148.181 129.932 03/26/93 80.405 150.047 133.968 04/27/93 72.297 146.878 132.633 05/27/93 85.135 152.225 140.366 06/25/93 89.189 150.946 140.414 07/27/93 80.405 151.303 139.876 08/27/93 87.162 155.830 142.558 09/27/93 81.081 156.632 149.638 10/27/93 78.378 157.569 151.154 11/26/93 67.568 157.571 148.965 12/27/93 102.027 160.387 152.423 01/28/94 105.405 163.436 154.119 02/25/94 95.946 159.641 148.026 03/25/94 81.757 158.107 145.814 04/26/94 63.514 155.237 143.882 05/27/94 64.865 157.806 139.687 06/27/94 64.189 154.633 141.036 07/27/94 56.081 156.658 143.149 08/26/94 66.216 164.628 147.283 09/27/94 69.595 160.991 145.542 10/27/94 68.919 162.514 139.735 11/25/94 58.784 158.342 140.410 12/27/94 52.027 162.302 142.716 01/27/95 52.703 165.289 141.768 The Peer Group is comprised of other publishing and related companies of comparable size, complexity and quality as selected by the Company with the assistance of an outside consultant. The Peer Group consists of the following companies: American City Business Journals Inc., American Greetings Corporation, Artistic Greetings Inc., Banta Corp., Commerce Clearing House, Inc., Courier Corporation, Daily Journal Corp. S.C., Gibson Greetings Inc., Intervisual Books Inc., John Wiley and Sons Inc, Multimedia Incorporated, Pharmaceuticals Marketing Services, Plenum Publishing Corporation, Price Stern Sloan Inc., Pulitzer Publishing Co., Scholastic Corporation, Thomas Nelson Inc., Topps Company Inc., United Newspapers Public Ltd. Co. ADR and Waverly Incorporated. The return of the Peer Group and the Company have been weighted according to their respective market capitalization for the purpose of calculating returns. The calculation assumes that $100 was invested at the close of business at February 2, 1990 in the Company's Common Stock, the S & P 500 Index and the selected Peer Group. The total return calculated assumes the reinvestment of dividends. The Company does not pay common stock dividends. Directors Remuneration Employee directors receive no additional compensation for services on the Board of Directors or committees thereof. Each non-employee director of Western receives an annual retainer fee in the amount of $15,000, together with a fee in the amount of $500 for each meeting of the Board of Directors attended and related out-of-pocket expenses. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership as of April 13, 1995 of Western Publishing Group, Inc.'s Series A Convertible Preferred Stock and Common Stock by each person or group known by Western Publishing Group, Inc. to be the beneficial owner of more than 5% of the Common Stock: Beneficial Ownership of Common Stock(1) -------------------------------------------- Number of Shares Name and Address of Convertible Number of Shares of Beneficial Owner Preferred Stock of Common Stock Percentage Richard A. Bernstein............ 9,200 4,258,437(2) 20.06% 444 Madison Avenue New York, New York 10022 The Gabelli Group, Inc.......... 4,766,215(3) 22.67% 655 Third Avenue New York, New York 10017 The Capital Group Companies, Inc.............. 2,157,200(4) 10.26% 333 South Hope Street Los Angeles, California 90071 (1) Except where otherwise indicated, all parties listed above have sole voting and dispositive power over the shares beneficially owned by them. (2) Includes 400,000 shares of Common Stock owned by a trust for the benefit of Mr. Bernstein dated March 16, 1978 and 95,771 shares of Common Stock owned by The Richard A. Bernstein Trust of 1986 ("1986 Trust") and includes 191,667 shares of Common Stock issuable upon conversion of the beneficial owner's shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible at any time into 20.833 shares of Common Stock. Mr. Bernstein has no voting or investment power over the shares in the 1986 Trust. Also includes 60,000 shares of Common Stock owned by The Richard A. and Amelia Bernstein Foundation, Inc. as to which Mr. Bernstein has shared voting and dispositive power, but Mr. Bernstein disclaims any other beneficial interest in such shares. (3) The Gabelli Funds, Inc. has reported to Western Publishing Group, Inc. that GAMCO Investors, Inc. beneficially owned, as of April 12, 1995, 3,855,215 shares of Common Stock, including sole voting power with respect to 3,492,615 shares and sole dispositive power with respect to 3,855,215 shares; The Gabelli Funds, Inc. beneficially owned, as of such date, 861,000 shares of Common Stock, including sole voting and dispositive power with respect to 861,000 shares. Additionally, Gabelli International Limited beneficially owned, as of such date, 50,000 shares of Common Stock, including sole voting and dispositive power with respect to 50,000 shares. Furthermore, Mr. Gabelli is deemed to have beneficial ownership of the securities beneficially owned by each of the persons listed in this footnote and Gabelli Funds, Inc. is deemed to have beneficial ownership of the securities owned beneficially by each of the persons listed in this footnote other than Mr. Gabelli. Mr. Gabelli is the majority stockholder, controls and acts as chief investment officer for each of the foregoing reporting persons. Furthermore, Mr. Gabelli is deemed to have beneficial ownership of the securities beneficially owned by each of the foregoing persons. (4) The Capital Group Companies, Inc. has reported to Western Publishing Group, Inc. that its subsidiaries, Capital Guardian Trust Company and Capital Research and Management Company have as of January 31, 1995, sole voting and dispositive power with respect to 1,657,200 and 500,000 shares of Common Stock, respectively. Stock Ownership of Directors and Executive Officers The following table sets forth certain information regarding the beneficial ownership as of April 13, 1995 of Series A Convertible Preferred Stock and Common Stock by (i) each director of Western Publishing Group, Inc. and its subsidiaries, (ii) each executive officer named in The Summary Compensation Table on page 4 and (iii) all directors and executive officers as a group. Beneficial Ownership of Common Stock(1) ---------------------------------------------------- Number of Shares Number of Shares Percentage of Convertible of of Beneficial Owner Preferred Stock Common Stock(2) Common Stock(2) - ---------------- ---------------- ---------------- --------------- Robert A. Bernhard 972 191,005 * Richard A. Bernstein 9,200 4,258,437(3) 20.06% Bruce A. Bernberg 52,521(4) * Samuel B. Fortenbaugh, III 2,000 * Ira A. Gomberg 23,333(5) * Allan S. Gordon 610(6) 77,708(6) * Jenny Morgenthau 2,000 * Michael A. Pietrangelo 5,000 * All directors and executive officers as a group (15 individuals) 10,832 4,698,369(7) 21.97% __________ * Represents less than 1% of the Common Stock outstanding. (1) Except where otherwise indicated, all parties listed above have sole voting and dispositive power over the shares beneficially owned by them. Adjustments are made to avoid double counting of shares as to which more than one beneficial owner is listed. (2) Includes shares of Common Stock issuable upon conversion of the beneficial owner's shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible at any time into 20.833 shares of Common Stock. (3) Includes 400,000 shares of Common Stock owned by a trust for the benefit of Mr. Bernstein dated March 16, 1978 and 95,771 shares of Common Stock owned by The Richard A. Bernstein Trust of 1986 ("1986 Trust"). Mr. Bernstein has no voting or dispositive power over the shares in the 1986 Trust. Includes 60,000 shares of Common Stock owned by The Richard A. and Amelia Bernstein Foundation, Inc. as to which Mr. Bernstein has shared voting and dispositive power, but Mr. Bernstein disclaims any other beneficial interest in such shares. Also includes 10,000 shares of Common Stock which may be acquired by Mr. Bernstein within 60 days upon exercise of options granted under the Amended and Restated 1986 Employee Stock Option Plan. (4) Includes 30,000 shares of Common Stock which may be acquired by Mr. Bernberg within 60 days upon exercise of options granted under the Amended and Restated 1986 Employee Stock Option Plan. (5) Includes 23,333 shares of Common Stock which may be acquired by Mr. Gomberg within 60 days upon exercise of options granted under the Amended and Restated 1986 Employee Stock Option Plan. (6) Includes 15,000 shares of Common Stock and 100 shares of Series A Convertible Preferred Stock owned by Gordon Family Associates as to which Mr. Gordon has sole voting and dispositive power. Mr. Gordon disclaims beneficial ownership to the extent of the interests of the other partners of that partnership. (7) Includes 135,999 shares of Common Stock of Western Publishing Group, Inc. which may be acquired by certain executive officers within 60 days upon exercise of options granted under the Amended and Restated 1986 Employee Stock Option Plan. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In Fiscal 1995, the Company paid 49-50 Associates ("49-50"), a partnership in which Mr. Bernstein is the Managing General Partner, rent for the premises occupied by the Company's corporate headquarters. The rental payments totalled $78,558. In Fiscal 1995, the Company paid P&E Properties, Inc. ("P&E Properties"), a corporation owned by Mr. Bernstein, approximately $801,670 to reimburse P&E Properties for the use of an airplane owned by P&E Properties. When commercially available flights are available to the destination, the Company reimburses P&E Properties at the rate of the normal first class fare. When commercial flights are not available, the Company reimburses P&E Properties at an amount equal to the hourly variable operating costs of the airplane, times the number of hours of use. The Company also reimburses P&E Properties for out-of-pocket expenditures made by P&E Properties on the Company's behalf. Salaries are paid by P&E Properties to Mr. Bernstein and certain other officers whose services are rendered to P&E Properties. Salaries paid to such persons were not related to services performed by P&E Properties for the Company. None of the services provided by P&E Properties to the Company were provided pursuant to a written agreement. The Company believes that the terms of its transactions with P&E Properties were no less favorable than could have been obtained from unaffiliated third parties on an arm's-length basis. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 29, 1995 Western Publishing Group, Inc. /s/ Richard A. Bernstein By: -------------------------------------------- Richard A. Bernstein, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Richard A. Bernstein ________________________ Chairman, Chief Executive May 29, 1995 Richard A. Bernstein Officer and Director (Principal Executive Officer) /s/ Steven M. Grossman ______________________ Executive Vice President, May 29, 1995 Steven M. Grossman Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Allan S. Gordon ______________________ Director May 29, 1995 Allan S. Gordon /s/ Robert A. Bernhard ______________________ Director May 29, 1995 Robert A. Bernhard /s/ Samuel B. Fortenbaugh, III ______________________________ Director May 29, 1995 Samuel B. Fortenbaugh, III /s/ Michael A. Pietrangelo __________________________ Director May 29, 1995 Michael A. Pietrangelo /s/ Jenny Morgenthau ______________________ Director May 29, 1995 Jenny Morgenthau -----END PRIVACY-ENHANCED MESSAGE-----