-----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, ITLBwkFP0m3Jov8vp+bKjwdLXlwfKVY8Fs9uAve+FIEuTiF35D6ufvmaur8MnHEc KpLy4Faf5Gk3l8tn7uUOBg== 0000950172-97-000088.txt : 19970203 0000950172-97-000088.hdr.sgml : 19970203 ACCESSION NUMBER: 0000950172-97-000088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970131 SROS: NYSE 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: 97516053 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. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) 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 January 29, 1997 ----------------------------- (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: ( ) 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, dated November 22, 1996, filed with the Securities and Exchange Commission by Andrews Group and Mafco, as amended by Amendment No. 2, dated December 17, 1996, filed with the Securities and Exchange Commission by Andrews Group and Mafco, and as amended by Amendment No. 3, dated December 31, 1996, filed with the Securities and Exchange Commission 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 Andrews Group has entered into Amendment No. 1, dated as of January 29, 1997, to the Stock Purchase Agreement, dated as of November 20, 1996, by and between Andrews Group and Avi Arad, and has entered into Amendment No. 1, dated as of January 29, 1997, to the Stock Purchase Agreement, dated as of November 20, 1996, by and among Andrews Group, Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib Inc. Andrews Group has agreed to purchase all of the shares of Class A Common Stock subject to the terms and conditions of such agreements as amended, for an aggregate of $171,184,000 in cash and $20,000,000 in Andrews Group debt. Under certain circumstances, Andrews Group would be obligated to make additional payments aggregating up to $20,000,000 pursuant to such agreements, as amended. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit A Amendment No. 1, dated as of January 29, 1997, to the Stock Purchase Agreement, dated as of November 20, 1996, by and between Andrews Group Incorporated and Avi Arad (incorporated herein by reference to Exhibit (c)(10) to Schedule 13E-3 filed by Toy Biz, Inc., Andrews Acquisition Corp. and Andrews Group Incorporated on January 30, 1997). Exhibit B Amendment No. 1, dated as of January 29, 1997, to the Stock Purchase Agreement, dated as of November 20, 1996, by and among Andrews Group Incorporated, Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib Inc. (incorporated herein by reference to Exhibit (c)(11) to Schedule 13E-3 filed by Toy Biz, Inc., Andrews Acquisition Corp., and Andrews Group Incorporated on January 30, 1997). 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: January 31, 1997 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 Amendment No. 1, dated as of January 29, 1997, to the Stock Purchase Agreement, dated as of November 20, 1996, by and between Andrews Group Incorporated and Avi Arad (incorporated herein by reference to Exhibit (c)(10) to Schedule 13E-3 by Toy Biz, Inc., Andrews Acquisition Corp. and Andrews Group Incorporated on January 30, 1997). Exhibit B Amendment No. 1, dated as of January 29, 1997, to the Stock Purchase Agreement, dated as of November 20, 1996, by and among Andrews Group Incorporated, Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib Inc. (incorporated herein by reference to Exhibit (c)(11) to Schedule 13E-3 filed by Toy Biz, Inc., Andrews Acquisition Corp. and Andrews Group Incorporated on January 30, 1997). -----END PRIVACY-ENHANCED MESSAGE-----