-----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, F6Bzx/p8MNtklLJm+8PlWImOf1gl+gWZemzfC4XntBmVkD+E5NiKwt6wTheHgQMR nFCCCQrFG3FrHklITIgdTA== 0000950172-97-000205.txt : 19970311 0000950172-97-000205.hdr.sgml : 19970311 ACCESSION NUMBER: 0000950172-97-000205 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970310 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: 97554106 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. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) 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 March 7, 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, as amended by Amendment No. 3, dated December 31, 1996, filed with the Securities and Exchange Commission by Andrews Group and Mafco, and as amended by Amendment No. 4, dated January 31, 1997 and 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. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On March 6, 1997, Andrews Group informed Toy Biz that as a result of the termination of the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of December 27, 1996, by and between Andrews Group and Marvel Entertainment Group, Inc., the conditions to the obligations of Andrews Group and the Purchaser under the Merger Agreement will not be satisfied, and that Andrews Group does not expect to waive such conditions and anticipates that the merger between the Purchaser and Toy Biz pursuant to the Merger Agreement will not be consummated. Also on March 6, 1997, Andrews Group separately informed Isaac Perlmutter and Avi Arad that it had terminated the Stock Purchase Agreement and that conditions to the obligations of Andrews Group pursuant to the stock purchase agreement by and between Andrews, Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib Inc., dated as of November 20, 1996, as amended by Amendment No. 1 thereto dated as of January 29, 1997, and the stock purchase agreement by and between Andrews Group and Avi Arad, dated as of November 20, 1996, as amended by Amendment No. 1 thereto dated as of January 29, 1997, will not be satisfied. On March 7, 1997, Andrews Group issued a press release reporting the termination of the Stock Purchase Agreement. See attached Exhibits. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit A Press Release of Andrews Group Incorporated dated March 7, 1997 Exhibit B Letter from Andrews Group Incorporated to Toy Biz, Inc. dated March 6, 1997 Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated March 6, 1997 Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac Permutter dated March 6, 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: March 10, 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 Press Release of Andrews Group Incorporated dated March 7, 1997 Exhibit B Letter from Andrews Group Incorporated to Toy Biz, Inc., dated March 6, 1997 Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated March 6, 1997 Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac Permutter dated March 6, 1997 EX-99 2 EXHIBIT A Exhibit A FOR IMMEDIATE RELEASE ANDREWS GROUP TERMINATES MARVEL STOCK PURCHASE AGREEMENT NEW YORK, N.Y., MARCH 7, 1997 The Andrews Group announced today that it has terminated its agreement to purchase new shares of Marvel Entertainment Group (NYSE: MRV) that were to be issued as part of the reorganization plan filed by Marvel in its Chapter 11 bankruptcy case. The new shares were to be conveyed to Andrews for $365 million in cash or common stock of Toy Biz Inc. (NYSE: TBZ). In view of the termination of the Marvel stock purchase agreement, there are conditions to the merger with Toy Biz, and to the stock purchase agreements with certain Toy Biz shareholders, that will not be satisfied. Accordingly, Andrews does not expect that these transactions will be consummated. Andrews also reported that it has been advised that Marvel has received a preliminary proposal from the bondholders' committee which also contemplates a $365 million cash infusion by means of an underwritten rights offering to all stockholders, including Holding Company bondholders, pursuant to a plan of reorganization, and that Marvel's Board has authorized its officers and advisers to work with all the parties to try to develop expeditiously an acceptable alternative plan. "Since last October, Andrews Group has been attempting to recapitalize Marvel and restore it to profitability because we believed then, and continue to believe, in its many fundamental strengths, including its wealth of intellectual property and market leadership," said Howard Gittis, Vice Chairman of Andrews Group. "Our efforts were blocked by holders of Marvel holding company bonds." "Over the past five months we have repeatedly said that we would encourage the Marvel Board to consider favorably any alternative proposal that it felt met the financial and operational needs of the company on a timely basis." "Andrews firmly believes that its original plan would have created value for Marvel shareholders and served the best interests of all parties who have a stake in the future of the company. However, we also insisted that protracted delay in securing confirmation of the plan from the Bankruptcy Court would imperil its viability and harm Marvel. With last week's ruling by the Court removing impediments to the bondholders' voting of nearly 80 percent of the common equity of Marvel, it became obvious that timely confirmation of the plan was unlikely, if not impossible," Mr. Gittis said. EX-99 3 EXHIBIT B Exhibit B [Andrews Letterhead] March 6, 1997 Toy Biz, Inc. 333 East 38th Street New York, New York 10016 Attention: General Counsel Dear Sirs: This letter is to inform you that Andrews Group Incorporated ("Andrews") has terminated the Stock Purchase Agreement, dated as of December 27, 1996, by and between Andrews and Marvel Entertainment Group, Inc., pursuant to its terms. Accordingly, conditions to the obligations of Andrews and Andrews Acquisition Corp. ("Acquisition") to consummate the merger (the "Merger") pursuant to the Agreement and Plan of Merger by and among Andrews, Acquisition and Toy Biz, Inc., dated as of December 27, 1996, will not be satisfied. Please be advised that Andrews does not intend to waive such conditions and anticipates that the Merger will not be consummated. Very truly yours, ANDREWS GROUP INCORPORATED By: /s/ Barry F. Schwartz cc: Allen Finkelson, Esq. Cravath, Swaine & Moore Worldwide Plaza New York, New York 10019 EX-99 4 EXHIBIT C Exhibit C [Andrews Letterhead] March 6, 1997 Mr. Avi Arad c/o Avi Arad & Associates 1698 Post Road East Westport, CT 06880 Dear Mr. Arad: This letter is to inform you that Andrews Group Incorporated ("Andrews") has terminated the Stock Purchase Agreement, dated as of December 27, 1996, by and between Andrews and Marvel Entertainment Group, Inc., pursuant to its terms. Accordingly, conditions to the obligation of Andrews pursuant to the Stock Purchase Agreement (the "Arad Agreement") by and between Andrews and Avi Arad, dated as of November 20, 1996, as amended, will not be satisfied. Please be advised that Andrews does not intend to waive such conditions and anticipates that the transactions contemplated by the Arad Agreement will not be consummated. Very truly yours, ANDREWS GROUP INCORPORATED By: /s/ Barry F. Schwartz cc: Battle Fowler LLP Park Avenue Tower 75 East 55th Street New York, New York 10022 Attention: Martin L. Edelman, Esq. EX-99 5 EXHIBIT D Exhibit D [Andrews Letterhead] March 6, 1997 Mr. Isaac Perlmutter Isaac Perlmutter, T.A. ZIB Inc. P.O. Box 1028 Lake Worth, FL 33460-1028 Dear Sirs: This letter is to inform you that Andrews Group Incorporated ("Andrews") has terminated the Stock Purchase Agreement, dated as of December 27, 1996, by and between Andrews and Marvel Entertainment Group, Inc., pursuant to its terms. Accordingly, conditions to the obligations of Andrews pursuant to the Stock Purchase Agreement (the "Perlmutter Agreement") by and between Andrews, Isaac Perlmutter, Isaac Perlmutter, T.A. and ZIB Inc., dated as of November 20, 1996, as amended, will not be satisfied. Please be advised that Andrews does not intend to waive such conditions and anticipates that the transactions contemplated by the Perlmutter Agreement will not be consummated. Very truly yours, ANDREWS GROUP INCORPORATED By: /s/ Barry F. Schwartz cc: Battle Fowler LLP Park Avenue Tower 75 East 55th Street New York, New York 10022 Attention: Martin L. Edelman, Esq. -----END PRIVACY-ENHANCED MESSAGE-----