-----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, KIzj82dg0oiAFP6FuCNBwtzhip6HPv+7ZZoTSZtAHWeM+FRS/7tqgAEO1R6iwGS1 fIvCXbFpxBO1jmCyhAq+Uw== 0001012975-99-000048.txt : 19990301 0001012975-99-000048.hdr.sgml : 19990301 ACCESSION NUMBER: 0001012975-99-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990226 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: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14399 FILM NUMBER: 99552273 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE 43RD FL STREET 2: STE 601 CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2125476700 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: STE 601 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN PUBLISHING GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------- FORM 8-K -------------------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 24, 1999 0-14399 - ------------------------------------------------ --------------------- Date of Report (Date of earliest event reported) Commission File Number GOLDEN BOOKS FAMILY ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 06-1104930 - ------------------------------- --------------------------------------- (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 888 Seventh Avenue, 40th Floor New York, New York 10106 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 547-6700 --------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 3. Bankruptcy or Receivership On February 24, 1999, Golden Books Family Entertainment, Inc. ("GBFE") announced that it had reached an agreement with its major creditors pursuant to which it expects to significantly reduce its existing long-term debt, pay all trade creditors in full and, under the direction of its current management team, proceed with its publishing and entertainment operations. The agreement was reached with the steering committee representing certain holders of the Company's 7.65% Senior Notes due 2002 in the aggregate principal amount of $150 million (the "Senior Notes"), and the steering committee representing certain holders of its 8.75% Convertible Trust Originated Preferred Securities due 2016 in the aggregate principal amount of $110 million the "TOPrS"). The restructuring of the Company's indebtedness provides as follows: The Senior Notes will be converted into (i) a new secured note in the principal amount of $87,000,000, due 2004, with interest at the rate of 10%, if paid in cash, or, at the Company's option for the first three years, 13.5% payable in kind, and (ii) 42.5% of the Company's new common stock to be issued post recapitalization, prior to dilution. The note will be secured by the existing collateral already granted to the senior noteholders as well as certain additional collateral. The TOPrS indebtedness will be converted into 50% of the Company's new common stock to be issued post recapitalization, prior to dilution. Also, pursuant to the restructuring agreement, the Golden Press Holdings, L.L.C. bridge loan in the amount of $10 million will be converted into 5% of the Company's new common stock to be issued post recapitalization, prior to dilution. The restructuring will provide that all of the Company's trade obligations be paid in full. Existing preferred and common shareholders will surrender their stock for out-of-the money warrants to purchase 5% of the new company stock to be allocated two-thirds to the preferred and one-third to the common shareholders, to be issued post recapitalization, prior to dilution. The restructuring also provides for a management stock incentive program. The foregoing recapitalization is expected to be effectuated pursuant to a "prearranged" Chapter 11 Plan. Accordingly, on February 26, 1999 GBFE, as well as Golden Books Publishing Company, Inc. ("Publishing") and Golden Books Home Video, Inc. (collectively, the "Debtors") filed petitions for reorganization under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq. The petitions were filed in the United States Bankruptcy Court for the Southern District of New York and were assigned Case Nos. 99-10030, 99-10031 and 99-10032, assigned to Judge Tina L. Brozman. The Debtors are continuing to operate their business and their assets as debtors-in-possession. No trustee has been appointed. The Debtors expect shortly to petition the Court to approve a $55 million debtor-in-possession financing facility to be provided by The CIT Group. The Debtors are in the process of finalizing a Plan of Reorganization which embodies the restructuring agreement summarized above. The Debtors anticipate that they will shortly file with the Bankruptcy Court their prearranged Chapter 11 Plan of Reorganization and a proposed disclosure statement. The foregoing summary does not purport to be complete and is subject to the terms of the Plan of Reorganization as filed with the Bankruptcy Court. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. The following exhibits are filed herewith and incorporated herein by reference: Exhibit No. Description ----------- ----------- 99.1 Press release of GBFE, dated February 24, 1999 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOLDEN BOOKS FAMILY ENTERTAINMENT, INC. Date: February 26, 1999 By: /s/ Philip Galanes ----------------------------- Name: Philip Galanes Title: Chief Administrative Officer, Executive Vice President, General Counsel & Secretary Exhibit Index 99.1 Press release of GBFE, dated February 24, 1999 EX-99.1 2 FOR IMMEDIATE RELEASE Investor/Press Contact: Philip Galanes Chief Administrative Officer Golden Books Family Entertainment 212-547-4466 GOLDEN BOOKS FAMILY ENTERTAINMENT ANNOUNCES RESTRUCTURING AGREEMENT AND NEW FINANCING FACILITY New York, New York February 24, 1999. Golden Books Family Entertainment, Inc. (Nasdaq:GBFE) (the "Company") announced today that it had reached an agreement with its major creditors pursuant to which it expects to significantly reduce its existing long-term debt, pay all trade creditors in full and, under the direction of its current management team, proceed with its publishing and entertainment operations. Richard E. Snyder, the Chairman and CEO of the Company said, "We are extremely pleased to announce this restructuring and a new financing which will allow the Company to continue the revitalization of our operations, more soundly capitalized and in a manner which will allow all of our trade vendors to be satisfied in full. We believe this consensual reorganization will allow Golden Books to become a company that is healthy, vital and whose opportunities for success in the future abound." The agreement announced today was reached with the steering committee representing certain holders of the Company's 7.65% Senior Notes due 2002 in the aggregate principal amount of $150 million (the "Senior Notes"), and the steering committee representing certain holders of its 8.75% Convertible Trust Originated Preferred Securities due 2016 in the aggregate principal amount of $110 million (the "TOPrS"). The restructuring of the Company's indebtedness provides as follows: The Senior Notes will be converted into (i) a new secured note in the principal amount of $87,000,000, due 2004, with interest at the rate of 10%, if paid in cash, or, at the Company's option for the first three years, 13.5% payable in kind, and (ii) 42.5% of the Company's new common stock to be issued post recapitalization, prior to dilution. The note will be secured by the existing collateral already granted to the senior noteholders as well as certain additional collateral. The TOPrS indebtedness will be converted into 50% of the Company's new common stock to be issued post recapitalization, prior to dilution. Also, pursuant to the restructuring agreement, the Golden Press Holdings, L.L.C. bridge loan in the amount of $10 million will be converted into 5% of the Company's new common stock to be issued post recapitalization, prior to dilution. The restructuring will provide that all of the Company's trade obligations be paid in full. Existing preferred and common shareholders will surrender their stock for out-of-the money warrants to purchase 5% of the new company stock to be allocated two-thirds to the preferred and one-third to the common shareholders, to be issued past recapitalization, prior to dilution. The restructuring also provides for a management stock incentive program. The foregoing recapitalization is to be effectuated pursuant to a "pre-arranged" Chapter 11 plan which the Company expects to file shortly. In connection therewith, the Company has arranged for a loan to be provided by the CIT Group in the amount of $55 million. The recapitalization and the CIT loan are subject to requisite court approval. The Company is the leading publisher of children's books in North America and owns one of the largest libraries of family entertainment copyrights. The Company creates, publishes and markets entertainment products for children and families through all media. This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----