-----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, WxSDaHISUVgfSUg6S1OZnd7R5SnhW4C88oPy2gbceCUN0dTPI+p5sPcJo7LHVcjo 2YZR85ctskeN7K9lpaMQvA== 0000950172-96-000851.txt : 19961218 0000950172-96-000851.hdr.sgml : 19961218 ACCESSION NUMBER: 0000950172-96-000851 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961217 SROS: NYSE GROUP MEMBERS: ANDREWS GROUP INC /DE/ GROUP MEMBERS: MAFCO HOLDINGS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOY BIZ INC CENTRAL INDEX KEY: 0000933730 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 133711775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47191 FILM NUMBER: 96681942 BUSINESS ADDRESS: STREET 1: 333 EAST 38TH ST CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126824700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDREWS GROUP INC /DE/ CENTRAL INDEX KEY: 0000277025 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 952683875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 WINDY HILL RD STE 1100 WEST CITY: MARIETTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4049550045 MAIL ADDRESS: STREET 1: 3200 WINDY HILL RD STREET 2: 3200SUITE 1100 WEST CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: COMPACT VIDEO INC /DE/ DATE OF NAME CHANGE: 19880331 FORMER COMPANY: FORMER CONFORMED NAME: COMPACT VIDEO SYSTEMS INC DATE OF NAME CHANGE: 19820205 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Toy Biz, Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class and Securities) 892261108 (CUSIP Number of Class of Securities) Barry F. Schwartz MacAndrews & Forbes Holdings Inc. 35 East 62nd Street New York, NY 10021 Telephone: (212) 572-8600 _____________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Alan C. Myers Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 December 13, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D CUSIP No. 892261108 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Andrews Group Incorporated _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (x) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS OO _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 13,656,000 SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 7,394,000 EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 13,656,000 WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 7,394,000 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,050,000 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 75.9% _________________________________________________________________ (14) TYPE OF REPORTING PERSON CO _________________________________________________________________ SCHEDULE 13D CUSIP No. 892261108 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mafco Holdings Inc. _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (x) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS OO _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 13,656,000 SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 7,394,000 EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 13,656,000 WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 7,394,000 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,050,000 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 75.9% _________________________________________________________________ (14) TYPE OF REPORTING PERSON CO _________________________________________________________________ This statement amends and supplements the Schedule 13D dated October 25, 1996, relating to the Class A common stock, par value $.01 per share (the "Class A Common Stock"), of Toy Biz, Inc. ("Toy Biz"), as originally filed with the Securities and Exchange Commission by Andrews Group Incorporated ("Andrews Group") and Mafco Holdings Inc. ("Mafco"), as amended by Amendment No. 1 filed with the Securities and Exchange Commission dated November 22, 1996 by Andrews Group and Mafco. Except as reported herein, there has been no change in the information previously reported in this Schedule 13D. ITEMS 3 AND 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION AND PURPOSE OF THE TRANSACTION. A special committee of the Board of Directors of Toy Biz has agreed to endorse a transaction pursuant to which Andrews Group will acquire all shares of Class A Common Stock held by the Toy Biz common stockholders at a price of $22.50 per share. The consummation of the proposed transaction is, among other things, conditioned upon the execution of definitive documentation and an acquisition, previously proposed by Andrews Group, of additional shares of Marvel Entertainment Group, Inc. The purchase price for the shares will be paid from cash available at the time of the closing and, to the extent necessary, from borrowings. See Exhibit A. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Attached as Exhibit A is a copy of a press release dated December 16, 1996 by Andrews Group Incorporated. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 17, 1996 Andrews Group Incorporated Mafco Holdings Inc. By: /s/ Barry F. Schwartz ----------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel Exhibit Index Exhibit A Press release, dated as of December 16, 1996 by Andrews Group Incorporated EX-99 2 EXHIBIT A - PRESS RELEASE Exhibit A TOY BIZ SPECIAL COMMITTEE ENDORSES ANDREWS GROUP ACQUISITION OF TOY BIZ CLASS A COMMON STOCK FOR $22.50 PER SHARE New York, New York, December 16, 1996 -- Andrews Group Incorporated announced today that a special committee of the Board of Directors of Toy Biz, Inc. (NYSE: TBZ) has agreed to endorse a transaction under which Andrews Group will acquire all shares of Toy Biz Class A common stock held by the Toy Biz common stockholders at a price of $22.50 per share. As previously announced, on November 20, 1996 Andrews Group entered into stock purchase agreements with Isaac Perlmutter and Avi Arad, the holders of approximately 67% of the Toy Biz Class A common stock, to acquire their shares for a combination of cash and Andrews Group debt valued in the aggregate at about $17 per share and had proposed to Toy Biz that it acquire the remaining Class A common stock at $19 per share. As previously announced, Andrews Group has proposed that it also acquire additional shares of Marvel Entertainment Group, Inc. (NYSE: MRV) common stock from Marvel and that Toy Biz become a wholly owned subsidiary of Marvel. The consummation of the proposed transaction with Toy Biz is, among other things, conditioned upon consummation of the Andrews Group investment in Marvel and the execution of definitive documentation with Toy Biz. -----END PRIVACY-ENHANCED MESSAGE-----