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                                  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
  
  
  
                January 27, 2000                               0-14399
  ---------------------------------------------    -------------------------------
        Date of Report (Date of earliest                Commission File Number
                 event reported)
  
  
  
                     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
       incorporation or organization)
  
                     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)
  
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  
  
  
  
  <PAGE>
  
  
  
  Item 1.    Change of Control of Registrant
  
        Pursuant to the  Registrant  and its  subsidiaries'  Amended Joint Plan of
  Reorganization  (the "Plan"),  the following  persons were added to the board of
  directors of the Registrant as of the effective date of the  consummation of the
  Plan, January 27, 2000: James Bennett, Thomas Cochill, Richard Intrator, Michael
  Kramer,   Eugene  Linden,   and  Richard  Nevins.  All  former  members  of  the
  Registrant's board of directors,  other than Richard E. Snyder, the Registrant's
  Chief  Executive  Officer,  who  continues  in his  position  as Chairman of the
  Registrant's board of directors,  ceased to be members of the board of directors
  as of January 27, 2000.
  
        In the event of a Director  Event, as defined in the Senior Note Indenture
  between Golden Books Publishing Company, Inc., a wholly-owned  subsidiary of the
  Registrant  ("GBPC"),  the  Guarantors  named  therein,  and HSBC Bank USA,  the
  holders of GBPC's  Senior Notes due 2004 will have the right to elect one member
  of the Registrant's board of directors,  in which event the number of members of
  the Registrant's board of directors would be increased to eight.
  
  Item 3.    Bankruptcy or Receivership
  
        Reference  is made to the Form 8-K filed by the  Registrant  under date of
  September  24,  1999.  On January 27,  2000,  the  Registrant  filed a Notice of
  Occurrence  of Effective  Date with the United States  Bankruptcy  Court for the
  Southern District of New York confirming the consummation of the Plan.
  
        Pursuant to the Plan, the Registrant  amended and restated its Certificate
  of  Incorporation  to provide for, among other things,  the  authorization of 30
  million shares of the Registrant's sole class of stock, the new common stock. Of
  the 30 million shares  authorized,  10 million shares are being issued. Of those
  10  million  shares,  5 million  shares are being  issued to the  holders of the
  former convertible trust originated  preferred  securities,  4.25 million shares
  are being issued to the holders of the former senior notes,  500,000  shares are
  being issued to Golden Press Holdings,  L.L.C., and the remaining 250,000 shares
  are being issued to the Registrant's  senior management.  In addition,  warrants
  are being issued to the holders of the former common stock and  preferred  stock
  of the  Registrant to purchase an aggregate of 525,000 shares of common stock at
  an exercise price of $23.03 per share.
  
        The Registrant is adopting  "Fresh Start  Accounting"  in accordance  with
  SOP-90-7 "Financial Reporting by Entities in Reorganization under the Bankruptcy
  Code."  Information as to the assets and  liabilities  of the  Registrant  under
  Fresh  Start  Accounting  will be provided in  connection  with the  issuance of
  financial statements as at December 25, 1999.
  
  Item 5.    Other Events
  
        Under the Plan, GBPC has secured a $60 million financing  arrangement with
  The CIT Group/Business Credit and Foothill Capital Corporation.
  
  
                                         2
  
  
  <PAGE>
  
  
  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
        -----------       -----------
  
          2.1             Notice  of  Occurrence  of  Effective  Date of  Debtors'
                          Amended Joint Plan of Reorganization,  dated January 27,
                          2000.
          4.1             Senior Note  Indenture,  dated as of January  25,  2000,
                          between  Golden  Books  Publishing  Company,  Inc.,  the
                          Guarantors named therein and HSBC Bank USA.*
          99.1            Press Release, dated January 27, 2000.
          99.2            Revolving  Credit and Term Loan  Agreement,  dated as of
                          January 25, 2000, among Golden Books Publishing Company,
                          Inc., the Lenders party thereto,  The CIT Group/Business
                          Credit,  Inc. as Agent, and Foothill Capital Corporation
                          as Co-Agent.
  
  * Incorporated by reference to the Form T-3/A filed by Golden Books  Publishing,
  Inc. on January 26, 2000.
  
  
                                          3
  
  <PAGE>
  
  
  
                                     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 2, 2000            By:  /s/ Philip Galanes
                                         ----------------------------------------
                                         Name: Philip Galanes
                                         Title:  Chief Administrative Officer,
                                                 Executive Vice President,
                                                 General Counsel & Secretary
  
  
  
                                          4
  
  
  <PAGE>
  
  
  
                                    Exhibit Index
  
  
  
           2.1            Notice  of  Occurrence  of  Effective  Date of  Debtors'
                          Amended Joint Plan of Reorganization,  dated January 27,
                          2000.
  
           4.1            Senior Note  Indenture,  dated as of January  25,  2000,
                          between  Golden  Books  Publishing  Company,  Inc.,  the
                          Guarantors named therein and HSBC Bank USA.*
  
          99.1            Press Release, dated January 27, 2000.
  
          99.2            Revolving  Credit and Term Loan  Agreement,  dated as of
                          January 25, 2000, among Golden Books Publishing Company,
                          Inc., the Lenders party thereto,  The CIT Group/Business
                          Credit,  Inc. as Agent, and Foothill Capital Corporation
                          as  Co-Agent.
  
  *  Incorporated by reference to the Form T-3/A filed by Golden Books Publishing,
  Inc. on January 26, 2000.
  
                                          5
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metadata_filer: {"company-data": {"conformed-name": "GOLDEN BOOKS FAMILY ENTERTAINMENT INC", "cik": "0000790706", "assigned-sic": "2731", "irs-number": "061104930", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14399", "film-number": "520274"}, "business-address": {"street1": "888 SEVENTH AVE 40TH FL", "street2": "STE 601", "city": "NEW YORK", "state": "NY", "zip": "10106", "phone": "2125476700"}, "mail-address": {"street1": "850 THIRD AVENUE", "street2": "STE 601", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "WESTERN PUBLISHING GROUP INC", "date-changed": "19920703"}}
text: --------------------------------------------------------------------------------
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                                  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
  
                January 27, 2000                               0-14399
  ---------------------------------------------    -------------------------------
        Date of Report (Date of earliest                Commission File Number
                 event reported)
  
                     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
       incorporation or organization)
  
                     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 1.    Change of Control of Registrant
  
        Pursuant to the  Registrant  and its  subsidiaries'  Amended Joint Plan of
  Reorganization  (the "Plan"),  the following  persons were added to the board of
  directors of the Registrant as of the effective date of the  consummation of the
  Plan, January 27, 2000: James Bennett, Thomas Cochill, Richard Intrator, Michael
  Kramer,   Eugene  Linden,   and  Richard  Nevins.  All  former  members  of  the
  Registrant's board of directors,  other than Richard E. Snyder, the Registrant's
  Chief  Executive  Officer,  who  continues  in his  position  as Chairman of the
  Registrant's board of directors,  ceased to be members of the board of directors
  as of January 27, 2000.
  
        In the event of a Director  Event, as defined in the Senior Note Indenture
  between Golden Books Publishing Company, Inc., a wholly-owned  subsidiary of the
  Registrant  ("GBPC"),  the  Guarantors  named  therein,  and HSBC Bank USA,  the
  holders of GBPC's  Senior Notes due 2004 will have the right to elect one member
  of the Registrant's board of directors,  in which event the number of members of
  the Registrant's board of directors would be increased to eight.
  
  Item 3.    Bankruptcy or Receivership
  
        Reference  is made to the Form 8-K filed by the  Registrant  under date of
  September  24,  1999.  On January 27,  2000,  the  Registrant  filed a Notice of
  Occurrence  of Effective  Date with the United States  Bankruptcy  Court for the
  Southern District of New York confirming the consummation of the Plan.
  
        Pursuant to the Plan, the Registrant  amended and restated its Certificate
  of  Incorporation  to provide for, among other things,  the  authorization of 30
  million shares of the Registrant's sole class of stock, the new common stock. Of
  the 30 million shares  authorized,  10 million shares are being issued. Of those
  10  million  shares,  5 million  shares are being  issued to the  holders of the
  former convertible trust originated  preferred  securities,  4.25 million shares
  are being issued to the holders of the former senior notes,  500,000  shares are
  being issued to Golden Press Holdings,  L.L.C., and the remaining 250,000 shares
  are being issued to the Registrant's  senior management.  In addition,  warrants
  are being issued to the holders of the former common stock and  preferred  stock
  of the  Registrant to purchase an aggregate of 525,000 shares of common stock at
  an exercise price of $23.03 per share.
  
        The Registrant is adopting  "Fresh Start  Accounting"  in accordance  with
  SOP-90-7 "Financial Reporting by Entities in Reorganization under the Bankruptcy
  Code."  Information as to the assets and  liabilities  of the  Registrant  under
  Fresh  Start  Accounting  will be provided in  connection  with the  issuance of
  financial statements as at December 25, 1999.
  
  Item 5.    Other Events
  
        Under the Plan, GBPC has secured a $60 million financing  arrangement with
  The CIT Group/Business Credit and Foothill Capital Corporation.
  
                                         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
        -----------       -----------
  
          2.1             Notice  of  Occurrence  of  Effective  Date of  Debtors'
                          Amended Joint Plan of Reorganization,  dated January 27,
                          2000.
          4.1             Senior Note  Indenture,  dated as of January  25,  2000,
                          between  Golden  Books  Publishing  Company,  Inc.,  the
                          Guarantors named therein and HSBC Bank USA.*
          99.1            Press Release, dated January 27, 2000.
          99.2            Revolving  Credit and Term Loan  Agreement,  dated as of
                          January 25, 2000, among Golden Books Publishing Company,
                          Inc., the Lenders party thereto,  The CIT Group/Business
                          Credit,  Inc. as Agent, and Foothill Capital Corporation
                          as Co-Agent.
  
  * Incorporated by reference to the Form T-3/A filed by Golden Books  Publishing,
  Inc. on January 26, 2000.
  
                                          3
  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 2, 2000            By:  /s/ Philip Galanes
                                         ----------------------------------------
                                         Name: Philip Galanes
                                         Title:  Chief Administrative Officer,
                                                 Executive Vice President,
                                                 General Counsel & Secretary
  
                                          4
  Exhibit Index
  
           2.1            Notice  of  Occurrence  of  Effective  Date of  Debtors'
                          Amended Joint Plan of Reorganization,  dated January 27,
                          2000.
  
           4.1            Senior Note  Indenture,  dated as of January  25,  2000,
                          between  Golden  Books  Publishing  Company,  Inc.,  the
                          Guarantors named therein and HSBC Bank USA.*
  
          99.1            Press Release, dated January 27, 2000.
  
          99.2            Revolving  Credit and Term Loan  Agreement,  dated as of
                          January 25, 2000, among Golden Books Publishing Company,
                          Inc., the Lenders party thereto,  The CIT Group/Business
                          Credit,  Inc. as Agent, and Foothill Capital Corporation
                          as  Co-Agent.
  
  *  Incorporated by reference to the Form T-3/A filed by Golden Books Publishing,
  Inc. on January 26, 2000.
  
                                          5