-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KVwkeVHVhLjG5ZjqDozk1in/5G56NjRvRlw0fNC9sKeeavwmLuiwBS2KhG8PE/cO tlsWcuxAwDq7A+mrpr/D5g== 0000950117-96-000652.txt : 19960626 0000950117-96-000652.hdr.sgml : 19960626 ACCESSION NUMBER: 0000950117-96-000652 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960203 FILED AS OF DATE: 19960625 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN BOOKS FAMILY ENTERTAINMENT 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: 0508 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-14399 FILM NUMBER: 96585408 BUSINESS ADDRESS: STREET 1: 850 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127538500 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN PUBLISHING GROUP INC DATE OF NAME CHANGE: 19920703 10-K405/A 1 GOLDEN BOOKS FAMILY ENTERTAINMENT, INC. 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 February 3, 1996 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 Golden Books Family Entertainment, 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) 850 Third Avenue, New York, New York 10022 - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-753-8500 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 9, 1996, was approximately $246,459,156. As of April 9, 1996, 21,666,739 shares of the Registrant's $.01 par value common stock were outstanding. Portions of the Registrant's April 18, 1996 Proxy Statement for the Special Meeting of Stockholders scheduled for May 8, 1996 are incorporated by reference into Part III of Form 10-K. The undersigned Registrant hereby amends Item 14 of its Annual Report on Form 10-K for the fiscal year ended February 3, 1996 to provide in its entirety as follows: ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Financial Statements. The consolidated financial statements of Golden Books Family Entertainment, Inc. and subsidiaries (formerly Western Publishing Group, Inc. and subsidiaries), which appear on pages F-1 through F-20 of the Company's April 18, 1996 Proxy Statement for the Special Meeting of Stockholders scheduled for May 8, 1996, which is incorporated by reference.
Page Reference ----------------------- April 18, 1996 Proxy Form 10-K-A Statement ----------- --------- WESTERN PUBLISHING GROUP, INC. AND SUBSIDIARIES Independent Auditors' Report A-1 F-2 Consolidated Balance Sheets as of February 3, 1996 and January 28, 1995 F-3 Consolidated Statements of Operations for the Years ended February 3, 1996, January 28, 1995 and January 29, 1994 F-4 Consolidated Statements of Common Stockholders' Equity for the Years ended February 3, 1996, January 28, 1995 and January 29, 1994 F-5 Consolidated Statements of Cash Flows for the Years ended February 3, 1996, January 28, 1995 and January 29, 1994 F-6 Notes to Consolidated Financial Statements F-7 2. Financial Statement Schedule. II - Valuation and Qualifying Accounts S-1
EXHIBITS 3.1 Restated Certificate of Incorporation of the Registrant dated March 11, 1986 (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement No 33-4127 on Form S-1 (the "Registration Statement")). 3.2 Certificate of Correction of the Certificate of Incorporation of the Registrant dated January 13, 1987 (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for fiscal year 1988 (the "1988 Form 10-K")). 3.3 Amendment to Certificate of Incorporation of Registrant as approved by a majority of the stockholders at the Annual Meeting of Stockholders held May 14, 1987 (incorporated by reference to Exhibit 3.3 to the 1988 Form 10-K). 3.4 Amendment to Certificate of Incorporation of Registrant as approved by a majority of the stockholders at the Annual Meeting of Stockholders held May 17, 1990 (incorporated by reference to Exhibit 3.4 to Registrant's Annual Report on Form 10-K for fiscal year 1991 (the "1991 Form 10-K")). 3.41 Amendment to Certificate of Incorporation of Registrant as approved by a majority of the stockholders at the Annual Meeting of Stockholders held December 19, 1995 (incorporated by reference to Exhibit 3.41 to Registrant's Annual Report on Form 10-K for fiscal year 1996 (the "1996 Form 10-K")). 3.5 By-laws of the Registrant (incorporated by reference to Exhibit 3.4 to the 1988 Form 10-K). 4.1 Form of certificate for shares of the Registrant's Common Stock (incorporated by reference to Exhibit 4.4 to the Registration Statement). 10.20 Securities Purchase Agreement, dated as of January 31, 1996, by and between Western Publishing Group, Inc. and Golden Press Holding, L.L.C., with exhibits (incorporated by reference to Exhibit 10.20 to the Registrant's Form 8-K as of January 31, 1996). 10.21 Irrevocable Proxy, dated as of January 31, 1996, between Golden Press Holding, L.L.C. and Richard A. Bernstein (incorporated by reference to Exhibit 10.21 to the Registrant's Form 8-K as of January 31, 1996). 10.22 Irrevocable Proxy, dated as of January 31, 1996, between Golden Press Holding, L.L.C. and the Trust, fbo Richard A. Bernstein u/a March 16, 1978, Richard A. Bernstein and Stuart Turner, as trustees (incorporated by reference to Exhibit 10.22 to the Registrant's Form 8-K as of January 31, 1996). 10.23 Irrevocable Proxy, dated as of January 31, 1996, between Golden Press Holding, L.L.C. and the Trust, fbo Richard A. Bernstein u/a Barry S. Bernstein, dated April 5, 1986, Fleet National Bank of Connecticut, as trustee (incorporated by reference to Exhibit 10.23 to the Registrant's Form 8-K as of January 31, 1996). 10.24 Registration Rights Agreement, dated as of January 31, 1996, by and among Western Publishing Group, Inc., Richard A. Bernstein, the Trust, fbo Richard A. Bernstein u/a March 16, 1978, Richard A. Bernstein and Stuart Turner, as trustees, The Richard A. and Amelia Bernstein Foundation, Inc. and the Trust, fbo Richard A. Bernstein u/a Barry S. Bernstein dated April 5, 1986, Fleet National Bank of Connecticut, as trustee (incorporated by reference to Exhibit 10.24 to the Registrant's Form 8-K as of January 31, 1996). 10.25 Amendment No. 1 dated April 5, 1996 to Securities Purchase Agreement (incorporated by reference to Exhibit 10.25 to the 1996 Form 10-K). 10.27 Lease dated January 15, 1985, between PG Investments and Western Publishing Company, Inc. with amendment dated January 22, 1986 (incorporated by reference to Exhibit 10.9 to the Registration Statement). 3 10.28 Amendment dated December 29, 1986, between PG Investments and Western Publishing Company, Inc. to the lease dated January 15, 1985, as amended (incorporated by reference to Exhibit 10.9 to the 1988 Form 10-K). 10.29 Amendment dated January 18, 1988, between PG Investments and Western Publishing Company, Inc. to the Lease dated January 15, 1985, as amended (incorporated by reference to Exhibit 10.10 to the 1988 Form 10-K). 10.30 Amendment dated August 25, 1988, between PG Investments and Western Publishing Company, Inc. to the Lease dated January 15, 1985, as amended (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for fiscal year 1989 (the "1989 Form 10-K")). 10.31 Amendment dated December 21, 1989, between PG Investments and Western Publishing Company, Inc. to the Lease dated January 15, 1985, as amended (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for fiscal year 1990 (the "1990 Form 10-K")). 10.33 Lease dated February 1, 1989, between Golden Press, Inc. and 850 Third Avenue LP (incorporated by reference to Exhibit 10.33 to the 1990 Form 10-K). 10.33a First Amendment Agreement dated February 3, 1993 (to lease dated February 1, 1989) between 850 Third Avenue LP and Golden Press, Inc., as modified by Letter Agreement dated February 3, 1993 (incorporated by reference to Exhibit 10.33a to the 1990 Form 10-K). 10.35 Warehouse Lease Agreement - Indenture dated April 15, 1987, between Cambridge Terminal Warehouse and Western Publishing Company, Inc. (incorporated by reference to Exhibit 10.21 to the 1988 Form 10-K). 10.36 Lease Amendment dated March 17, 1989, between Cambridge Terminal Warehouse and Western Publishing Company, Inc. to the Warehouse Lease Agreement - Indenture dated April 15, 1987 (incorporated by reference to Exhibit 10.36 to the 1990 Form 10-K). 10.37 Lease dated May 1, 1987, between West Springfield Industrial Center, Inc. and Penn Corporation (incorporated by reference to Exhibit 10.23 to the 1988 Form 10-K). 10.40 Golden Comprehensive Security Program, as amended and restated, effective January 1, 1993 (incorporated by reference to Exhibit 10.40 to the Registrant's Annual Report on Form 10-K for fiscal year 1993 (the "1993 Form 10-K")). 10.41 First Amendment of Golden Comprehensive Security Program, as amended and restated, effective January 1, 1993 (incorporated by reference to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the fiscal year 1995 (the "1995 Form 10-K")). 10.42 Second Amendment of Golden Comprehensive Security Program, as amended and restated, effective January 1, 1993 (incorporated by reference to Exhibit 10.42 to the 1996 Form 10-K). 10.43 Third Amendment of Golden Comprehensive Security Program, as amended and restated, effective January 1, 1993 (incorporated by reference to Exhibit 10.43 to the 1996 Form 10-K). 10.53 Golden Retirement Savings Program, as amended and restated, effective January 1, 1993 (incorporated by reference to Exhibit 10.53 to the 1993 Form 10-K). 10.54 First Amendment of Golden Retirement Savings Program, as amended and restated, effective January 1, 1993 (incorporated by reference to Exhibit 10.54 to the 1995 Form 10-K). 10.55 Second Amendment of Golden Retirement Savings Program, as amended and restated, effective January 1, 1993 (incorporated by reference to Exhibit 10.55 to the 1996 Form 10-K). 4 10.63 Penn Corporation Comprehensive Security Program, effective January 1, 1987 (incorporated by reference to Appendix A to the Registrant's Registration Statement 33-18430 on Form S-8 (the "Penn Comprehensive Registration Statement")). 10.64 First Amendment of Penn Corporation Comprehensive Security Program, effective November 2, 1987 (incorporated by reference to Appendix A to the Penn Comprehensive Registration Statement). 10.65 Second Amendment of Penn Corporation Comprehensive Security Program, effective January 1, 1987 (incorporated by reference to Exhibit 10.36 to the 1988 Form 10-K). 10.66 Third Amendment of Penn Corporation Comprehensive Security Program, effective November 2, 1987 (incorporated by reference to Exhibit 10.37 to the 1988 Form 10-K). 10.67 Fourth Amendment of Penn Corporation Comprehensive Security Program, effective January 1, 1988 (incorporated by reference to Exhibit 10.48 to the 1989 Form 10-K). 10.68 Fifth Amendment of Penn Corporation Comprehensive Security Program, effective January 1, 1988 (incorporated by reference to Exhibit 10.49 to the 1989 Form 10-K). 10.69 Sixth Amendment of Penn Corporation Comprehensive Security Program, effective January 1, 1988 (incorporated by reference to Exhibit 10.50 to the 1989 Form 10-K). 10.70 Seventh Amendment of Penn Corporation Comprehensive Security Program, effective January 1, 1987, 1988 or 1989 as applicable (incorporated by reference to Exhibit 10.52 to the 1990 Form 10-K). 10.71 Eighth Amendment of Penn Corporation Comprehensive Security Program, effective October 18, 1989 (incorporated by reference to Exhibit 10.67 to the 1990 Form 10-K). 10.71a Ninth Amendment of Penn Corporation Comprehensive Security Program, effective July 1, 1991 (incorporated by reference to Exhibit 10.67 to the Registrant's Annual Report on Form 10-K for fiscal year 1992 (the "1992 Form 10-K")). 10.71b Tenth Amendment of Penn Corporation Comprehensive Security Program, effective April 1, 1993 (incorporated by reference to Exhibit 10.67 to the 1994 Form 10-K). 10.71c Eleventh Amendment of Penn Corporation Comprehensive Security Program, effective January 1, 1994 (incorporated by reference to Exhibit 10.71c to the 1995 Form 10-K). 10.71d Twelfth Amendment of Penn Corporation Comprehensive Security Program, effective January 1, 1994 (incorporated by reference to Exhibit 10.71d to the 1996 Form 10-K). 10.72 Beach Products (Division of Penn Corporation) Retirement Savings Program, effective May 2, 1989 (incorporated by reference to Exhibit 10.72 to the 1992 Form 10-K). 10.73 First Amendment of Beach Products (Division of Penn Corporation) Retirement Savings Program, effective October 1, 1990 (incorporated by reference to Exhibit 10.73 to the 1992 Form 10-K). 10.74 Second Amendment of Beach Products (Division of Penn Corporation) Retirement Savings Program, effective October 17, 1991 (incorporated by reference to Exhibit 10.74 to the 1992 Form 10-K). 10.74a Third Amendment of Beach Products (Division of Penn Corporation) Retirement Savings Program, effective July 1, 1991 (incorporated by reference to Exhibit 10.73 to the 1993 Form 10-K). 5 10.74b Fourth Amendment of Beach Products (Division of Penn Corporation) Retirement Savings Program, effective April 1, 1993 (incorporated by reference to Exhibit 10.73 to the 1994 Form 10-K). 10.74c Fifth Amendment of Beach Products (Division of Penn Corporation) Retirement Savings Program, effective January 1, 1994 (incorporated by reference to Exhibit 10.74c to the 1995 Form 10-K). 10.74d Sixth Amendment of Beach Products (Division of Penn Corporation) Retirement Savings Program, effective January 1, 1994 (incorporated by reference to Exhibit 10.74d to the 1996 Form 10-K). 10.75 Master Trust Agreement between the Registrant, Western Publishing Company, Inc., Penn Corporation and Bankers Trust Company, effective November 19, 1987 (incorporated by reference to Exhibit 10.38 to the 1988 Form 10-K). 10.76 Form of Agreement between the Registrant, Penn Corporation and certain employees of Penn Corporation relating to the award of shares of common stock of the Registrant, as adopted by the Board of Directors of the Registrant on May 1, 1987 (incorporated by reference to Exhibit 10.39 to the 1988 Form 10-K). 10.77 Amended and Restated 1986 Employee Stock Option Plan of the Registrant (incorporated by reference to Exhibit 10.40 to the 1988 Form 10-K). 10.78 Amendment dated April 11, 1989 to the Amended and Restated 1986 Employee Stock Option Plan of the Registrant (incorporated by reference to Exhibit 10.56 to the 1990 Form 10-K). 10.79 Employment Agreement dated the 24th day of April, 1990 between Western Publishing Group, Inc. and Frank P. DiPrima (incorporated by reference to Exhibit 10.72 to the 1991 Form 10-K). 10.80 Western Publishing Company, Inc.'s Executive Medical Reimbursement Plan dated January 1, 1991 (incorporated by reference to Exhibit 10.73 to the 1991 Form 10-K). 10.85 Western Publishing Group, Inc. 1995 Stock Option Plan (incorporated by reference to Appendix A to the Registrant's November 17, 1995 Proxy Statement). 10.86 Employment Agreement dated as of May 9, 1995 between Western Publishing Group, Inc. and John P. Moore (incorporated by reference to Exhibit 10.86 to the 1996 Form 10-K). 10.86a Agreement dated February 6, 1996 between Western Publishing Group, Inc. and John P. Moore (incorporated by reference to Exhibit 10.86a to the 1996 Form 10-K). 10.86b Amendment to the Agreement dated February 6, 1996 between Western Publishing Group, Inc. and John P. Moore dated February 7, 1996 (incorporated by reference to Exhibit 10.86b to the 1996 Form 10-K). 10.88 Credit Agreement dated as of November 12, 1992, providing up to $200 million, among the Registrant, Western Publishing Group, Inc. and a group of commercial banks (incorporated by reference to Exhibit 10.88 to the Form 10-Q for the quarter ended October 31, 1992). 10.89 Amendment No. 1 dated as of July 31, 1993, to the Credit Agreement dated as of November 12, 1992 (incorporated by reference to Exhibit 10.89 to the 1994 Form 10-K). 10.90 Amendment No. 2 dated as of October 30, 1993, to the Credit Agreement dated as of November 12, 1992 (incorporated by reference to Exhibit 10.90 to the 1994 Form 10-K). 10.91 Guarantee Agreement dated as of December 13, 1993, to the Credit Agreement dated as of November 12, 1992 (incorporated by reference to Exhibit 10.91 to the 1994 Form 10-K). 6 10.92 Amendment No. 3 dated as of May 13, 1994, to the Credit Agreement dated as of November 12, 1992 (incorporated by reference to Exhibit 10.92 to the 1994 Form 10-K). 10.93 Amended and Restated Credit Agreement dated as of May 31, 1994, providing up to $140 million, among the Registrant, Western Publishing Group, Inc. and a group of commercial banks (incorporated by reference to Exhibit 10.93 to the 1995 Form 10-K). 10.94 Amendment No. 1 dated as of August 4, 1994, to the Amended and Restated Credit Agreement dated as of May 31, 1994 (incorporated by reference to Exhibit 10.94 to the 1995 Form 10-K). 10.95 Amendment No. 2 dated as of February 21, 1995, to the Amended and Restated Credit Agreement dated as of May 31, 1994 (incorporated by reference to Exhibit 10.95 to the 1995 Form 10-K). 10.96 Asset Purchase and Supply Agreement dated as of August 4, 1994 among Western Publishing Company, Inc., Western Publishing (Canada), Ltd., and Hasbro, Inc. (incorporated by reference to Exhibit 10.96 to the 1995 Form 10-K). 10.97 Agreement dated as of September 23, 1994 between Western Publishing Group, Inc. and George P. Oess (incorporated by reference to Exhibit 10.97 to the 1995 Form 10-K). 10.98 Receivables Purchasing Agreement and related transaction documents dated as of September 29, 1995 between Western Publishing Company, Inc. and Heller Financial, Inc. (incorporated by reference to Exhibit 10.98 to the Registrant's Form 8-K as of September 29, 1995). 10.98a First Amendment to Receivables Purchasing Agreement dated as of December 26, 1995, as relates to the Credit Agreement dated as of September 29, 1995 (incorporated by reference to Exhibit 10.98a to the 1996 Form 10-K). 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the 1995 Form 10-K). 23.1 Consent of Independent Auditors. 99.1 Financial Statements for the Golden Comprehensive Security Program. 99.2 Financial Statements for the Golden Retirement Savings Program. 99.3 Financial Statements for the Penn Corporation Comprehensive Security Program. 99.4 Undertaking incorporated by reference into Part II of certain registration statements on Form S-8 of the Registrant. 99.5 Proxy Statement dated April 18, 1996 for the Special Meeting of Stockholders scheduled for May 8, 1996, as filed with the Securities and Exchange Commission on April 19, 1996 (incorporated by reference to Exhibit 99.5 to the 1996 Form 10-K). (b) Form 8-K as of January 31, 1996. 7 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: June 25, 1996 Golden Books Family Entertainment, Inc. By: /s/ RICHARD E. SNYDER ------------------------------- Richard E. Snyder, Chairman of the Board, President and Chief Executive Officer 8 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 E. SNYDER Chairman of the Board, President June 25, 1996 - ----------------------------- and Chief Executive Officer Richard E. Snyder (Principal Executive Officer) /s/ DAVID R. HAAS Treasurer June 25, 1996 - ----------------------------- (Principal Financial and David R. Haas Accounting Officer) /s/ SHAHARA AHMAD-LLEWELLYN Director June 25, 1996 - ----------------------------- Shahara Ahmad-Llewellyn /s/ BARRY DILLER Director June 25, 1996 - ----------------------------- Barry Diller /s/ LINDA L. JANKLOW Director June 25, 1996 - ----------------------------- Linda L. Janklow /s/ MARSHALL ROSE Director June 25, 1996 - ----------------------------- Marshall Rose /s/ H. BRIAN THOMPSON Director June 25, 1996 - ----------------------------- H. Brian Thompson
9 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Western Publishing Group, Inc.: We have audited the consolidated financial statements of Western Publishing Group, Inc. and subsidiaries as of February 3, 1996 and January 28, 1995, and for each of the three years in the period ended February 3, 1996, and have issued our report thereon dated April 2, 1996 (which report includes an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards No. 106); such financial statements and report are included in your April 18, 1996 Proxy Statement for the Special Meeting of Stockholders scheduled for May 8, 1996, and are incorporated herein by reference. Our audits also included the financial statement schedule of Western Publishing Group, Inc., listed in Item 14. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin April 2, 1996 A-1 WESTERN PUBLISHING GROUP, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS THREE YEARS ENDED FEBRUARY 3, 1996 (IN THOUSANDS) - --------------------------------------------------------------------------------
Allowance for Allowance Doubtful for Accounts Returns Total BALANCES, JANUARY 30, 1993 $6,929 $ 8,243 $ 15,172 Additions charged to costs and expenses 5,577 40,951 46,528 Deductions - amounts written off (5,686) (40,268) (45,954) Other changes - net (2,318) 2,767 449 Foreign currency conversion (11) (15) (26) ------ ------ ------ BALANCES, JANUARY 29, 1994 4,491 11,678 16,169 Additions charged to costs and expenses 472 26,248 26,720 Deductions - amounts written off (885) (30,442) (31,327) Foreign currency conversion (11) (12) (23) ------ ------ ------- BALANCES, JANUARY 28, 1995 4,067 7,472 11,539 Additions charged to costs and expenses 1,440 16,712 18,152 Deductions - amounts written off (2,989) (19,708) (22,697) Foreign currency conversion 4 6 10 ------ ------- ------- BALANCES, FEBRUARY 3, 1996 $ 2,522 $ 4,482 $ 7,004 ======= ======= ========
EX-23 2 EXHIBIT 23.1 Exhibit 23.1 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 and incorporated by reference in the Annual Report on Form 10-K-A of Golden Books Family Entertainment, Inc. for the year ended February 3, 1996. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin June 21, 1996 EX-99 3 EXHIBIT 99.1 Exhibit 99.1 GOLDEN COMPREHENSIVE SECURITY PROGRAM FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 AND INDEPENDENT AUDITORS' REPORT GOLDEN COMPREHENSIVE SECURITY PROGRAM TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits - December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Benefits - Years ended December 31, 1995 and 1994 3 Notes to Financial Statements 4-12 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.
INDEPENDENT AUDITORS' REPORT Benefit Plans Administration Committee Western Publishing Company, Inc.: We have audited the accompanying statements of net assets available for benefits of Golden Comprehensive Security Program (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. April 26, 1996 GOLDEN COMPREHENSIVE SECURITY PROGRAM STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 ASSETS: Investments in Western Publishing Group, Inc. Master Retirement Trust pooled investment accounts (Notes 3 and 4): Investment funds $19,806,644 $ 9,221,176 Guaranteed investment contracts 38,277,908 48,328,918 Parent company stock 600,926 1,093,811 Loans receivable from participants 1,908,930 2,197,940 Accrued income receivable 208,697 185,566 Contributions receivable: Employers 961,829 1,117,331 Participants 188,146 207,133 ----------- ----------- Total assets 61,953,080 62,351,875 ----------- ----------- LIABILITIES: Payable to third parties 31,815 51,113 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $61,921,265 $62,300,762 ----------- ----------- ----------- -----------
See notes to financial statements. GOLDEN COMPREHENSIVE SECURITY PROGRAM STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 Investment income - Increase in equity of allocable portion of Western Publishing Group, Inc. Master Retirement Trust pooled investment accounts (Notes 3 and 8): Interest $ 2,890,710 $ 2,712,885 Dividends 547,807 1,018,924 Appreciation (depreciation) on pooled investment accounts 2,002,459 (2,321,334) Contributions - Note 5: Employers 2,067,294 2,475,965 Participants 2,947,018 3,586,212 ---------- --------- Total additions 10,455,288 7,472,652 ---------- --------- Payments to or on behalf of participants 10,668,692 10,155,071 Administrative expenses 166,093 164,561 ---------- ---------- Total deductions 10,834,785 10,319,632 ---------- ---------- Net decrease (379,497) (2,846,980) Net assets available for benefits: Beginning of year 62,300,762 65,147,742 ----------- ----------- End of year $61,921,265 $62,300,762 =========== ===========
See notes to financial statements. GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 - -------------------------------------------------------------------------------- 1. THE PLAN Golden Comprehensive Security Program (the "Plan") is a contributory defined contribution plan offered to all eligible employees of Western Publishing Company, Inc. (the "Company") and effective April 23, 1986, to all eligible employees of Western Publishing Group, Inc., the Company's parent, and eligible employees of any United States subsidiary of the Company or the parent which adopts the Plan, with the consent of the Company, who meet certain eligibility requirements. The Plan became effective on November 1, 1984 and conforms with the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). An employee becomes a participant of the Plan on specified quarterly 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 of the Company; 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 six months 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 ("income deferral" and "participant") is limited to 16% of compensation. Income deferral contributions were limited to no more than $9,240 for 1995 and 1994 in accordance with the Internal Revenue Code ("Code"). Each participating employer annually contributes to the Plan an amount equal to 3% of the aggregate compensation of participants entitled to share in the contribution for that year. In addition, the employers contribute for a participant an amount equal to 60% of the first 6% of "income deferral contributions" made by, or on behalf of the participant. Employer contributions are reduced by any forfeitures to be credited for the applicable period. Forfeitures for 1995 and 1994 totaled $156,007 and $242,089, respectively. The employers' 3% contribution is always invested in the Interest Accumulation Fund. Amounts credited to a participant's account are designated as "Plan Credits." Contributions made by, or on behalf of, a participant are invested (in proportions designated by the participant) in one or more of the following funds: GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - --------------------------------------------------------------------------------
NUMBER OF PARTICIPANTS INVESTED IN FUND AT FUND TYPE DECEMBER 31, 1995 Conservative Equity Fund 468 Aggressive Equity Fund 465 Interest Accumulation Fund 1,143 Parent Company Stock Fund 240 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. The employers' 3% contribution for each plan year is allocated to the participants' accounts pro rata based on the eligible compensation paid to the participant by the employer in that year. 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
Balances in a participant's income deferral contribution account, participant contribution account and prior plan 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. GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (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 participant's contribution account, prior plan account or rollover account. 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 240 months (360 months for loans made prior to October 18, 1989). 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 for contributions made to the Plan. Valuation of Investments - Investments in the Master Trust pooled investment accounts and parent company stock are valued at fair value. Investments in guaranteed investment contracts are valued at contract value. Contract value represents contributions made under the contract plus interest at the contract rate, less funds used to purchase annuities and pay administrative expenses. Expenses - Plan expenses, such as trustee and accounting fees, are charged to the Plan. Benefits Payable - Net assets available for benefits included benefits of $2,571,157 and $1,278,859 due to participants who have withdrawn from participation in the Plan as of December 31, 1995 and 1994, respectively. GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 3. INVESTMENTS IN MASTER TRUST Investments in the Master Trust at December 31, 1995 and 1994 were as follows:
1995 1994 (Dollars in Thousands) Guaranteed investment contracts $ 61,459 $ 77,725 Pooled investment funds 44,157 26,821 Common stock 1,021 1,610 Participant loans 3,368 3,855 -------- -------- Total investments $110,005 $110,011 ======== ========
The net investment gain of the Master Trust for the years ended December 31, 1995 and 1994 was as follows:
1995 1994 (Dollars in Thousands) Interest and Dividends $5,476 $6,129 Appreciation (depreciation) in fair value of investments 5,851 (4,024) Administrative expenses (405) (453) ------- ------ Net investment gain $10,922 $1,652 ------- ------
The Plan's interest in the Master Trust as a percentage of net assets of the Master Trust was approximately 56% and 55% at December 31, 1995 and 1994, respectively. 4. INVESTMENTS Investments in pooled investment funds at December 31, 1995 and 1994 were as follows:
1995 1994 ------------------------ ----------------------- Units Fair Value Units Fair Value Conservative Equity Fund (Evergreen Total Return Fund) 323,338 $ 6,440,898 306,156 $5,213,834 Aggressive Equity Fund (Evergreen Fund) 361,791 5,727,150 331,346 3,986,095 Bankers Trust Pyramid Directed Account Cash Fund 7,638,596 7,638,596 21,247 21,247 ----------- ---------- $19,806,644 $9,221,176 =========== ==========
GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- Investments in guaranteed investment contracts at December 31, 1995 and 1994 were as follows:
1995 1994 Principal Mutual Life Insurance Company Contract #GA4-6187-1 $ 6,056,993 $7,096,087 John Hancock Mutual Life Insurance Company Contract #GAC-7313-0 8,981,197 Allstate Life Insurance Company Group Annuity Contract #GA-5343-1 6,301,458 New York Life Insurance Company Contract #GA-06701-2-1 5,776,869 New York Life Insurance Company Contract #GA-06701-1 3,033,171 3,553,714 Metropolitan Life Insurance Company Contract #GA-13981-069 8,841,704 6,469,572 Metropolitan Life Insurance Company Contract #A-13823-069 1,006,357 1,856,754 Hartford Life Insurance Company Contract #GA3-10145-AA 7,110,444 8,293,267 Continental Assurance Company Contract #GP-13137-006 6,463,809 New York Life Insurance Company Contract #GA-06701-3-1 5,765,430 ---------- ----------- $38,277,908 $48,328,918 =========== ===========
Investments in Parent Company Stock at December 31, 1995 and 1994 were as follows:
1995 1994 ------------------ ------------------ Shares Fair Value Shares Fair Value Western Publishing Group, Inc. Common Stock 76,308 $ 600,926 115,138 $1,093,811 ====== ========= ======= ==========
GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- Transactions in the Common Stock of Western Publishing Group, Inc. were as follows:
1995 1994 -------------------- ----------------------- Shares Amount Shares Amount Aggregate purchases 83,834 $ 829,224 26,675 $326,799 ---------- -------- Aggregate sales and distributions to participants 122,664 $1,232,638 40,013 $595,345 ---------- --------
5. CONTRIBUTIONS Contributions from the Company, Western Publishing Group, Inc. and their respective participants were as follows:
1995 --------------------------------------- Employer Employee Total Western Publishing Company, Inc. $ 1,981,908 $2,843,638 $4,825,546 Western Publishing Group, Inc. 85,386 103,380 188,766 ---------- ---------- ---------- $2,O67,294 $2,947,018 $5,014,312 ========== ========== ==========
1994 -------------------------------------- Employer Employee Total Western Publishing Company, Inc. $2,358,026 $3,459,197 $5,817,223 Western Publishing Group, Inc. 117,939 127,015 244,954 ---------- ---------- ---------- $2,475,965 $3,586,212 $6,062,177 ========== ========== ==========
GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 6. INTERNAL REVENUE SERVICE STATUS The Internal Revenue Service has determined and informed the Company by a letter dated November 24, 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. 7. TERMINATION OF THE PLAN In the event that the Plan is terminated at some future time, each participant's account will become fully vested and will be distributed in accordance with provisions of the Plan. * * * * * * GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 8. CHANGES IN NET ASSETS BY FUND: Plan participants have the ability to self-direct employee and certain employer contributions into any of the funds described in Note 1. Net assets at December 31, 1995 and the changes in net assets available for benefits for the year then ended were as follows:
Interest Accumula- Conservative Aggressive Parent Company tion Equity Fund Equity Fund Stock Fund Fund Loan Fund Total Investment income: Interest $ 1,296 $ 5,310 $2,748,433 $ 135,671 $2,89O,710 Dividends $ 321,772 226,O35 547,807 Appreciation (depreciation) on pooled investment accounts 855,840 1,236,090 (89,471) 2,002,459 ------------ ------------ -------------- ------------ ------------ ------------ Total investment income (loss) 1,177,612 1,463,421 (84,161) 2,748,433 135,671 5,440,976 Contributions: Employers 198,730 190,211 68,061 1,610,292 2,067,294 Participants 514,335 532,658 168,464 1,731,561 2,947,018 Transfers of assets from (to) other funds 494,892 598,562 (332,970) (740,876) (19,608) ------------ ------------ -------------- ------------ ------------ ------------ Total additions 2,385,569 2,784,852 (180,606) 5,349,410 116,063 10,455,288 ------------ ------------ -------------- ------------ ------------ ------------ Payments to or on behalf of participants 821,794 889,803 344,371 8,193,415 419,309 10,668,692 Administrative expenses 9,105 8,945 2,548 145,495 166,093 ------------ ------------ -------------- ------------ ------------ ------------ Total deductions 830,899 898,748 346,919 8,338,910 419,309 10,834,785 ------------ ------------ -------------- ------------ ------------ ------------ Net increase (decrease) 1,554,670 1,886,104 (527,525) (2,989,500) (303,246) (379,497) Net assets available for benefits: Beginning of year 4,971,387 3,969,885 1,269,319 49,860,770 2,229,401 62,300,762 ------------ ------------ -------------- ------------ ------------ ------------ End of year $6,526,057 $5,855,989 $ 741,794 $46,871,270 $1,926,155 $61,921,265 ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------
GOLDEN COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONCLUDED) - -------------------------------------------------------------------------------- Plan participants have the ability to self-direct employee and certain employer contributions into any of the funds described in Note 1. Net assets at December 31, 1994 and the changes in net assets available for benefits for the year then ended were as follows:
Interest Accumula- Conservative Aggressive Parent Company tion Equity Fund Equity Fund Stock Fund Fund Loan Fund Total Investment income: Interest $ 519 $ 446 $ 1,502 $2,560,063 $ 150,355 $2,712,885 Dividends 398,017 620,907 1,018,924 Depreciation on pooled investment accounts (738,220) (580,183) (1,002,931) (2,321,334) ------------ ------------ -------------- ------------ ------------ ------------ Total investment income (loss) (339,684) 41,170 (1,001,429) 2,560,063 150,355 1,41O,475 Contributions: Employers 260,298 210,436 93,543 1,911,688 2,475,965 Participants 691,766 563,384 253,490 2,077,572 3,586,212 Transfers of assets (to) from other funds (373,138) 42,880 277,361 32,669 2O,228 ------------ ------------ -------------- ------------ ------------ ------------ Total additions 239,242 857,870 (377,035) 6,581,992 170,583 7,472,652 ------------ ------------ -------------- ------------ ------------ ------------ Payments to or on behalf of participants 844,840 948,979 262,199 7,928,256 170,797 10,155,071 Administrative expenses 7,936 8,068 2,417 146,140 164,561 ------------ ------------ -------------- ------------ ------------ ------------ Total deductions 852,776 957,047 264,616 8,074,396 170,797 10,319,632 ------------ ------------ -------------- ------------ ------------ ------------ Net decrease (613,534) (99,177) (641,651) (1,492,404) (214) (2,846,980) Net assets available for benefits: Beginning of year 5,584,921 4,069,062 1,910,970 51,353,174 2,229,615 65,147,742 ------------ ------------ -------------- ------------ ------------ ------------ End of year $4,971,387 $3,969,885 $1,269,319 $49,860,770 $2,229,401 $62,300,762 ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------
EX-99 4 EXHIBIT 99.2 Exhibit 99.2 GOLDEN RETIREMENT SAVINGS PROGRAM FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 AND INDEPENDENT AUDITORS' REPORT GOLDEN RETIREMENT SAVINGS PROGRAM TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits - December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Benefits - Years ended December 31, 1995 and 1994 3 Notes to Financial Statements 4-11 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.
INDEPENDENT AUDITORS' REPORT Benefit Plans Administration Committee Western Publishing Company, Inc.: We have audited the accompanying statements of net assets available for benefits of Golden Retirement Savings Program (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. April 26, 1996 GOLDEN RETIREMENT SAVINGS PROGRAM STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 ASSETS: Investments in Western Publishing Group, Inc. Master Retirement Trust pooled investment accounts (Notes 3 and 4): Investment funds $6,846,913 $2,895,585 Guaranteed investment contracts 20,462,300 25,166,596 Parent company stock 388,891 451,051 Loans receivable from participants 1,237,741 1,446,781 Accrued income receivable 110,250 95,927 Contributions receivable: Employer 10,417 Participants 159,579 198,176 ----------- ----------- Total assets 29,205,674 30,264,533 ----------- ----------- LIABILITIES: Payable to third parties 31,223 43,791 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $29,174,451 $30,220,742 ----------- ----------- ----------- -----------
See notes to financial statements. GOLDEN RETIREMENT SAVINGS PROGRAM STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 Investment income - Increase in equity of allocable portion of Western Publishing Group, Inc. Master Retirement Trust pooled investment accounts (Notes 3 and 7): Interest $ 1,443,674 $ 1,370,732 Dividends 170,546 324,364 Appreciation (depreciation) on pooled investment accounts 578,968 (856,321) Contributions: Employer 647,973 709,867 Participants 2,095,167 2,100,388 ----------- ----------- Total additions 4,936,328 3,649,030 ----------- ----------- Payments to or on behalf of participants 5,903,255 2,355,925 Administrative expenses 79,364 114,450 ----------- ----------- Total deductions 5,982,619 2,470,375 ----------- ----------- Net (decrease) increase (1,046,291) 1,178,655 Net assets available for benefits: Beginning of year 30,220,742 29,042,087 ----------- ----------- End of year $29,174,451 $30,220,742 ----------- ----------- ----------- -----------
See notes to financial statements. GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 - -------------------------------------------------------------------------------- 1. THE PLAN Golden Retirement Savings Program (the "Plan") is a contributory defined contribution plan offered to all eligible employees of Western Publishing Company, Inc. (the "Company") and eligible employees of any United States subsidiary of the Company which adopts the Plan, with the consent of the Company, who meet certain eligibility requirements. The Plan became effective on July 1, 1987 and conforms with the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). An employee becomes a participant of the Plan on specified quarterly entry dates after meeting the following requirements: a. Is a member of a group of employees to which the Plan has been and continues to be extended by the participating company ("employer"), either unilaterally or through collective bargaining; and b. Has completed six months 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 ("income deferral" and "participant") is limited to 16% of compensation. Income deferral contributions were limited to no more than $9,240 in 1995 and 1994 in accordance with the Internal Revenue Code ("Code"). Each participating employer contributes to the Plan an amount equal to 50% of the first 6% of income deferral contributions made by or on behalf of the participant. Employer contributions are reduced by any forfeitures to be credited for the applicable period. Forfeitures for 1995 and 1994 totalled $27,475 and $60,837, respectively. Amounts credited to a participant's account are designated as "Plan Credits." Contributions made by, or on behalf of, a participant are invested (in proportions designated by the participant) in one or more of the following funds: GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - --------------------------------------------------------------------------------
Number of Participants Invested in Fund at Fund Type December 31, 1995 Conservative Equity Fund 324 Aggressive Equity Fund 305 Interest Accumulation Fund 1,067 Parent Company Stock Fund 246
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
Balances in a participant's income deferral contribution account, participant contribution account and prior plan 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. GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- When a participant's employment terminates for any reason, all vested Plan Credits of the participant will 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 participant's contribution account, prior plan account or rollover account. In addition, effective July 1, 1988 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 240 months (360 months for loans made prior to October 18, 1989). 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 for 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 for contributions made to the Plan. Valuation of Investments - Investments in the Master Trust pooled investment accounts and parent company stock are valued at fair value. Investments in guaranteed investment contracts are valued at contract value. Contract value represents contributions made under the contract plus interest at the contract rate, less funds used to purchase annuities and pay administrative expenses. Expenses - Plan expenses, such as trustee and accounting fees, are charged to the Plan. Benefits Payable - Net assets available for benefits included benefits of $951,469 and $1,107,068 due to participants who have withdrawn from participation in the Plan as of December 31, 1995 and 1994, respectively. GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 3. INVESTMENTS IN MASTER TRUST Investments in the Master Trust at December 31, 1995 and 1994 were as follows:
1995 1994 (Dollars in Thousands) Guaranteed investment contracts $ 61,459 $ 77,725 Pooled investment funds 44,157 26,821 Common stock 1,021 1,610 Participant loans 3,368 3,855 -------- -------- Total investments $110,005 $110,011 -------- -------- -------- --------
The net investment gain of the Master Trust for the years ended December 31, 1995 and 1994 was as follows:
1995 1994 (Dollars in Thousands) Interest and Dividends $ 5,476 $ 6,129 Appreciation (depreciation) in fair value of investments 5,851 (4,024) Administrative expenses (405) (453) -------- ------- Net investment gain $ 10,922 $ 1,652 -------- ------- -------- -------
The Plan's interest in the Master Trust as a percentage of net assets of the Master Trust was approximately 26% and 27% at December 31, 1995 and 1994, respectively. 4. INVESTMENTS Investments in pooled investment funds at December 31, 1995 and 1994 were as follows:
1995 1994 -------------------------------------------------- Units Fair Value Units Fair Value Conservative Equity Fund (Evergreen Total Return Fund) 91,858 $ 1,829,817 88,049 $1,499,470 Aggressive Equity Fund (Evergreen Fund) 109,417 1,732,076 115,236 1,386,290 Bankers Trust Pyramid Directed Account Cash Fund 3,285,020 3,285,020 9,825 9,825 ---------- ---------- $6,846,913 $2,895,585 ---------- ---------- ---------- ----------
GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- Investments in guaranteed investment contracts at December 31, 1995 and 1994 were as follows:
1995 1994 Principal Mutual Life Insurance Company Contract #GA4-6187-2 $ 3,255,475 $ 3,915,676 John Hancock Mutual Life Insurance Company Contract #GAC-7313-1 3,963,771 New York Life Insurance Company Contract #GA-06701-2-2 3,626,593 Allstate Life Insurance Company Group Annuity Contract #GA-5343-2 3,617,030 New York Life Insurance Company Contract #GA-06701-2 1,557,061 1,879,800 Metropolitan Life Insurance Company Contract #GA-13981-169 4,598,941 3,470,292 Metropolitan Life Insurance Company Contract #GA-13823-169 682,122 1,264,372 Hartford Life Insurance Company Contract #GA-10145-A 2,863,962 3,429,062 Continental Assurance Company Contract #GP-13137-016 4,408,975 New York Life Insurance Company Contract #GA-06701-3-2 3,095,764 ----------- ----------- $20,462,300 $25,166,596 =========== ===========
Investments in Parent Company Stock at December 31, 1995 and 1994 were as follows:
1995 1994 -------------------------------------------------- Shares Fair Value Shares Fair Value Western Publishing Group, Inc. Common Stock 49,383 $ 388,891 47,479 $451,051 --------- -------- --------- --------
GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- Transactions in the Common Stock of Western Publishing Group, Inc. were as follows:
1995 1994 ---------------- ---------------- Shares Amount Shares Amount Aggregate purchases 8,300 $87,722 14,411 $175,595 ------- -------- ------- -------- Aggregate sales and distributions to participants 6,396 $62,960 16,965 $267,499 ------- -------- ------- --------
5. INTERNAL REVENUE SERVICE STATUS The Internal Revenue Service has determined and informed the Company by a letter dated November 14, 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. 6. TERMINATION OF THE PLAN In the event that the Plan is terminated at some future time, each participant's account will become fully vested and will be distributed in accordance with provisions of the Plan. GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 7. CHANGES IN NET ASSETS BY FUND: Plan participants have the ability to self-direct employee and certain employer contributions into any of the funds described in Note 1. Net assets at December 31, 1995 and the changes in net assets available for benefits for the year then ended were as follows:
Interest Conservative Aggressive Parent Company Accumulation Equity Fund Equity Fund Stock Fund Fund Loan Fund Total Investment income: Interest $ 433 $ 992 $ 1,358,618 $ 83,631 $ 1,443,674 Dividends $ 94,971 75,575 170,546 Appreciation (depreciation) on pooled investment accounts 252,602 413,288 (86,922) 578,968 ------------ ----------- -------------- ------------ ---------- ----------- Total investment income (loss) 347,573 489,296 (85,930) 1,358,618 83,631 2,193,188 Contributions: Employer 63,487 51,162 27,944 505,380 647,973 Participants 189,090 158,183 76,521 1,671,373 2,095,167 Transfers of assets (to) from other funds (138,663) (252,174) 70,109 259,897 60,831 ------------ ----------- -------------- ------------ ---------- ----------- Total additions 461,487 446,467 88,644 3,795,268 144,462 4,936,328 ------------ ----------- -------------- ------------ ---------- ----------- Payments to or on behalf of participants 122,934 157,331 115,219 5,175,115 332,656 5,903,255 Administrative expenses 2,687 2,991 1,992 71,694 79,364 ------------ ----------- -------------- ------------ ---------- ----------- Total deductions 125,621 160,322 117,211 5,246,809 332,656 5,982,619 ------------ ----------- -------------- ------------ ---------- ----------- Net increase (decrease) 335,866 286,145 (28,567) (1,451,541) (188,194) (1,046,29l) Net assets available for benefits: Beginning of year 1,488,563 1,398,960 470,020 25,403,922 1,459,277 30,220,742 ------------ ----------- -------------- ------------ ---------- ----------- End of year $1,824,429 $1,685,105 $441,453 $ 23,952,381 $1,271,083 $29,174,451 ------------ ----------- -------------- ------------ ---------- ----------- ------------ ----------- -------------- ------------ ---------- -----------
GOLDEN RETIREMENT SAVINGS PROGRAM NOTES TO FINANCIAL STATEMENTS (CONCLUDED) - -------------------------------------------------------------------------------- Net assets at December 31, 1994 and the changes in net assets available for benefits for the year then ended were as follows:
Interest Conservative Aggressive Parent Company Accumulation Equity Fund Equity Fund Stock Fund Fund Loan Fund Total Investment income: Interest $ 138 $ 140 $ 743 $ 1,271,978 $ 97,733 $ 1,370,732 Dividends 108,427 215,937 324,364 Depreciation on pooled investment accounts (201,820) (208,624 ) (445,877) (856,321) ------------ ----------- -------------- ------------ ---------- ----------- Total investment (loss) income (93,255) 7,453 (445,134) 1,271,978 97,733 838,775 Contributions: Employer 70,740 50,310 34,771 554,046 709,867 Participants 216,268 170,599 112,896 1,600,625 2,100,388 Transfers of assets (to) from other funds (119,647) (39,225 ) (24,670) 51,785 131,757 ------------ ----------- -------------- ------------ ---------- ----------- Total additions 74,106 189,137 (322,137) 3,478,434 229,490 3,649,030 ------------ ----------- -------------- ------------ ---------- ----------- Payments to or on behalf of participants 54,692 85,748 58,247 1,961,833 195,405 2,355,925 Administrative expenses 3,758 3,823 2,065 104,804 114,450 ------------ ----------- -------------- ------------ ---------- ----------- Total deductions 58,450 89,571 60,312 2,066,637 195,405 2,470,375 ------------ ----------- -------------- ------------ ---------- ----------- Net increase (decrease) 15,656 99,566 (382,449) 1,411,797 34,085 1,178,655 Net assets available for benefits: Beginning of year 1,472,907 1,299,394 852,469 23,992,125 1,425,192 29,042,087 ------------ ----------- -------------- ------------ ---------- ----------- End of year $1,488,563 $1,398,960 $470,020 $ 25,403,922 $l,459,277 $30,220,742 ------------ ----------- -------------- ------------ ---------- ----------- ------------ ----------- -------------- ------------ ---------- -----------
EX-99 5 EXHIBIT 99.3 Exhibit 99.3 PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 AND INDEPENDENT AUDITORS' REPORT PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits - December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Benefits - Years Ended December 31, 1995 and 1994 3 Notes to Financial Statements 4-11 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.
INDEPENDENT AUDITORS' REPORT Benefit Plans Administration Committee Penn Corporation: We have audited the accompanying statements of net assets available for benefits of Penn Corporation Comprehensive Security Program (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. April 26, 1996 PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 ASSETS: Investments in Western Publishing Group, Inc. Master Retirement Trust pooled investment accounts (Notes 3 and 4): Investment funds $ 830,563 $ 423,031 Guaranteed investment contracts 1,392,359 2,925,750 Parent company stock 31,405 64,609 Loans receivable from participants 81,580 85,668 Accrued income receivable 7,845 13,524 Contributions receivable: Employer 117,741 151,552 Participants 19,980 21,184 ---------- ---------- Total assets 2,481,473 3,685,318 ---------- ---------- LIABILITIES: Payable to third parties 2,795 4,573 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,478,678 $3,680,745 ---------- ---------- ---------- ----------
See notes to financial statements. PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 Investment income -- Increase in equity of allocable portion of Western Publishing Group, Inc. Master Retirement Trust pooled investment accounts (Notes 3 and 7): Interest $ 105,874 $ 158,146 Dividends 19,846 49,714 Appreciation (depreciation) on pooled investment accounts 68,958 (137,350) Contributions: Employer 114,127 150,521 Participants 277,117 482,664 ---------- ---------- Total additions 585,922 703,695 ---------- ---------- Payments to or on behalf of participants 1,781,738 651,549 Administrative expenses 6,251 10,724 ---------- ---------- Total deductions 1,787,989 662,273 ---------- ---------- Net (decrease) increase (1,202,067) 41,422 Net assets available for benefits: Beginning of year 3,680,745 3,639,323 ---------- ---------- End of year $2,478,678 $3,680,745 ---------- ---------- ---------- ----------
See notes to financial statements. PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 - -------------------------------------------------------------------------------- 1. THE PLAN Penn Corporation Comprehensive Security Program (the "Plan") is a contributory defined contribution plan offered to certain employees of Penn Corporation (the "Company"), a wholly-owned subsidiary of Western Publishing Group, Inc., and eligible employees of any other United States corporation that is a member of the controlled group of corporations of which Penn Corporation is a member, which adopts the Plan, with the consent of the Company, who meet certain eligibility requirements. The Plan became effective on January 1, 1987 and conforms with the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). An employee becomes a participant of the Plan on specified quarterly 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 of 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 six months 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 ("income deferral" and "voluntary participant") is limited to 16% of compensation. Income deferral contributions were limited to $9,240 for 1995 and 1994 in accordance with the Internal Revenue Code ("Code"). The Company contributes to the Plan an amount equal to 3% of the aggregate compensation of participants entitled to share in the contribution for that year. Employer contributions are reduced by any forfeitures to be credited for the applicable period. Forfeitures for 1995 and 1994 totaled $11,714 and $21,058, respectively. The employers' contributions are always invested in the Interest Accumulation Fund. PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- Amounts credited to a participant's account are designated as "Plan Credits." Contributions made by, or on behalf of, a participant, are invested (in proportions designated by the participant) in one or more of the following funds:
NUMBER OF PARTICIPANTS INVESTED IN FUND AT FUND TYPE DECEMBER 31, 1995 Conservative Equity Fund 49 Aggressive Equity Fund 50 Interest Accumulation Fund 149 Parent Company Stock Fund 29
Interest, dividends and net realized and unrealized gains and losses on Plan investments are allocated to participants' accounts 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
Balances in a participant's income deferral contribution account and voluntary participant 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. PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (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. Valuation of Investments - Investments in the Master Trust pooled investment accounts and parent company stock are valued at fair value. Investments in guaranteed investment contracts are valued at contract value. Contract value represents contributions made under the contract plus interest at the contract rate, less funds used to purchase annuities and pay administrative expenses. Expenses - Plan expenses, such as trustee and accounting fees, are chargeable to the Plan. During 1995 and 1994, $6,251 and $10,724, respectively, of such expenses were paid by the Plan. PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- Benefits Payable - Net assets available for benefits included benefits of $88,587 and $1,476,859 due to participants who have withdrawn from participation in the Plan as of December 31, 1995 and 1994, respectively. 3. INVESTMENTS IN MASTER TRUST Investments in the Master Trust at December 31, 1995 and 1994 were as follows:
1995 1994 (Dollars in Thousands) Guaranteed investment contracts $ 61,459 $ 77,725 Pooled investment funds 44,157 26,821 Common stock 1,021 1,610 Participant loans 3,368 3,855 -------- -------- Total investments $110,005 $110,011 -------- -------- -------- --------
The net investment gain of the Master Trust for the years ended December 31, 1995 and 1994 was as follows:
1995 1994 (Dollars in Thousands) Interest and Dividends $ 5,476 $ 6,129 Appreciation (depreciation) in fair value of investments 5,851 (4,024) Administrative expenses (405) (453) -------- -------- Net investment gain $ 1O,922 $ 1,652 -------- -------- -------- --------
The Plan's interest in the Master Trust as a percentage of net assets of the Master Trust was approximately 2% and 3% at December 31, 1995 and 1994, respectively. PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 4. INVESTMENTS Investments in pooled investment funds at December 31, 1995 and 1994 were as follows:
1995 1994 --------------------- --------------------- Units Fair Value Units Fair Value Conservative Equity Fund (Evergreen Total Return Fund) 9,252 $184,300 11,703 $199,306 Aggressive Equity Fund (Evergreen Fund) 17,132 271,198 18,368 220,963 Bankers Trust Pyramid Directed Account Cash Fund 375,065 375,O65 2,762 2,762 ---------- ---------- $830,563 $423,031 ---------- ---------- ---------- ----------
Investments in guaranteed investment contracts at December 31, 1995 and 1994 were as follows:
1995 1994 Principal Mutual Life Insurance Company Contract #GA4-6187-3 $ 285,613 $ 608,537 John Hancock Mutual Life Insurance Company Contract #GAC-7313-2 794,214 New York Life Insurance Company Contract #GA-06701-2-3 211,465 Allstate Life Insurance Company Group Annuity Contract #GA-5343-3 181,860 New York Life Insurance Company Contract #GA-06701-3 90,145 190,114 Metropolitan Life Insurance Company Contract #GA-13981-269 485,141 412,737 Metropolitan Life Insurance Company Contract #GA-13823-269 40,443 140,382 Hartford Life Insurance Company Contract #GA-10145-AZ 183,196 386,441 Continental Assurance Company Contract #GP-13137-026 216,837 New York Life Insurance Company Contract #GA-06701-3-3 90,984 ---------- ---------- $1,392,359 $2,925,750 ---------- ---------- ---------- ----------
PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- Investments in Parent Company Stock at December 31, 1995 and 1994 were as follows:
1995 1994 --------------------- --------------------- Shares Fair Value Shares Fair Value Western Publishing Group Inc. Common Stock 3,988 $ 31,405 6,801 $ 64,609 ---------- ---------- ---------- ----------
Transactions in the Common Stock of Western Publishing Group, Inc. were as follows:
1995 1994 ------------------- ------------------- Shares Amount Shares Amount Aggregate purchases 2,437 $ 25,151 1,510 $ 17,997 -------- -------- -------- -------- Aggregate sales 5,250 $ 46,075 3,297 $ 52,502 -------- -------- -------- --------
5. INTERNAL REVENUE SERVICE 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. 6. TERMINATION OF THE PLAN In the event that the Plan is terminated at some future time, each participant's account will become fully vested and will be distributed in accordance with provisions of the Plan. PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 7. CHANGES IN NET ASSETS BY FUND: Plan participants have the ability to self-direct employee contributions into any of the funds described in Note 1. Net assets at December 31, 1995 and the changes in net assets available for benefits for the year then ended were as follows:
Interest Conservative Aggressive Parent Company Accumulation Equity Fund Equity Fund Stock Fund Fund Loan Fund Total Investment income: Interest $ 58 $ 416 $ 99,852 $ 5,548 $ 105,874 Dividends $ 9,717 10,129 19,846 Appreciation (depreciation) on pooled investment accounts 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 Transfers 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 ------------ ----------- -------------- ------------ ---------- ----------- Payments to or on behalf of participants 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 (decrease) increase (13,935) 51,699 (22,220) (1,213,606) (4,005) (1,202,067) Net assets available for benefits: Beginning of year 203,052 223,941 69,332 3,102,367 82,053 3,680,745 ------------ ----------- -------------- ------------ ---------- ----------- End of year $ 189,117 $ 275,640 $ 47,112 $ 1,888,761 $ 78,048 $ 2,478,678 ------------ ----------- -------------- ------------ ---------- ----------- ------------ ----------- -------------- ------------ ---------- -----------
PENN CORPORATION COMPREHENSIVE SECURITY PROGRAM NOTES TO FINANCIAL STATEMENTS (CONCLUDED) - -------------------------------------------------------------------------------- Plan participants have the ability to self-direct employee contributions into any of the funds described in Note 1. Net assets at December 31, 1994 and the changes in net assets available for benefits for the year then ended were as follows:
Interest Conservative Aggressive Parent Company Accumulation Equity Fund Equity Fund Stock Fund Fund Loan Fund Total Investment income: Interest $ 19 $ 21 $ 120 $ 152,846 $ 5,140 $ 158,146 Dividends 15,241 34,473 49,714 Depreciation on pooled investment accounts (27,193) (32,968 ) (77,189) (137,350) ------------ ----------- -------------- ------------ ---------- ----------- Total investment income (loss) (11,933) 1,526 (77,069) 152,846 5,140 70,510 Contributions: Employer 150,521 150,521 Participants 87,608 82,244 35,450 277,362 482,664 Transfers of assets (to) from other funds (9,455) (2,613 ) (34,623) 37,003 9,688 ------------ ----------- -------------- ------------ ---------- ----------- Total additions 66,220 81,157 (76,242) 617,732 14,828 703,695 ------------ ----------- -------------- ------------ ---------- ----------- Payment to or on behalf of participants 43,030 32,075 16,127 548,525 11,792 651,549 Administrative expenses 182 196 584 9,762 10,724 ------------ ----------- -------------- ------------ ---------- ----------- Total deductions 43,212 32,271 16,711 558,287 11,792 662,273 ------------ ----------- -------------- ------------ ---------- ----------- Net increase (decrease) 23,008 48,886 (92,953) 59,445 3,036 41,422 Net assets available for benefits: Beginning of year 180,044 175,055 162,285 3,042,922 79,017 3,639,323 ------------ ----------- -------------- ------------ ---------- ----------- End of year $203,052 $223,941 $ 69,332 $3,102,367 $82,053 $3,680,745 ------------ ----------- -------------- ------------ ---------- ----------- ------------ ----------- -------------- ------------ ---------- -----------
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