-----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, Vbb9Q3/pzdkVbPtKiLbn81OD2W7j9Nat1rqMeo+zJfEJ7AIWKf/Ahu+EnBjQN7ii 4LYjnt69I97XQQA7+uRHQg== 0000950136-96-000154.txt : 19960412 0000950136-96-000154.hdr.sgml : 19960412 ACCESSION NUMBER: 0000950136-96-000154 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960411 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GALOOB LEWIS TOYS INC /DE/ CENTRAL INDEX KEY: 0000751968 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 941716574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35563 FILM NUMBER: 96546347 BUSINESS ADDRESS: STREET 1: 500 FORBES BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4159521678 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALOOB LEWIS TOYS INC /DE/ CENTRAL INDEX KEY: 0000751968 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 941716574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 500 FORBES BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4159521678 SC 13E4/A 1 AMENDMENT NO. 3 TO SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 (Final Amendment) to SCHEDULE 13E-4 Issuer Tender Offer Statement (Pursuant to section 13(e)(1) of the Securities Exchange Act of 1934) Lewis Galoob Toys, Inc. ------------------------- (Name of Issuer) Depositary Convertible Exchangeable Preferred Shares, each representing 1/10th of a share of $17.00 Convertible Exchangeable Preferred Stock ------------------------------------------------------ (Title of Class of Securities) 364091207 -------------- (CUSIP Number) Lewis Galoob Toys, Inc. --------------------------------- (Name of Person Filing Statement) With a copy to: Mark D. Goldman Charles I. Weissman, Esq. President and Chief Executive Officer Shereff, Friedman, Lewis Galoob Toys, Inc. Hoffman & Goodman, LLP 500 Forbes Boulevard 919 Third Avenue South San Francisco, CA 94080 New York, New York 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of the Person Filing Statement) April 11, 1996 ---------------------------------------------------------------------- (Date Tender Offer First Published, Sent or Given to Security Holders) This Schedule including annexes consists of _____ pages. Calculation of Filing Fee - ------------------------------------------------------------------------------- Transaction Valuation* Amount of filing fee $52,536,120.00 $10,507.23 - ------------------------------------------------------------------------------- * Estimated solely for the purpose of calculating the filing fee, pursuant to Section 13(e)(3) under the Securities Exchange Act of 1934, as amended, on the basis of 1/50th of one per centum of the value of securities proposed to be purchased. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $10,507.23 Form or Registration No.: Schedule 13E-4 Filing Party: Lewis Galoob Toys, Inc. Date Filed: February 28, 1996 2 This Amendment No. 3 (this "Final Amendment") amends the Issuer Tender Offer Statement on Schedule 13E-4 originally filed with the Securities and Exchange Commission on February 28, 1996, as amended by Amendments No. 1 and 2 thereto (the "Statement"), relating to the offer by Lewis Galoob Toys, Inc. (the "Company") to exchange, upon the terms and subject to the conditions set forth in the Company's Offering Circular dated February 28, 1996 and the related Letter of Transmittal, each of the Company's outstanding Depositary Convertible Exchangeable Preferred Shares (the "Depositary Shares"), representing 1/10th of a share of the $17.00 Convertible Exchangeable Preferred Stock of the Company, for 1.85 shares of common stock, $.01 par value per share (the "Common Stock"), of the Company. This Final Amendment is being filed in order to report the results of the Exchange Offer. Only those items of the Statement that are amended and supplemented hereby are included herein. Unless otherwise defined herein, all capitalized terms shall have the respective meanings ascribed to them in the Statement. ITEM 1. Security and Issuer. Item 1 of the Statement is hereby amended and supplemented by adding the following information: (b) As of the expiration of the Exchange Offer on March 29, 1996 (the "Expiration Date"), 1,803,481 Depositary Shares, or approximately 98% of the issued and outstanding Depositary Shares, were tendered in accordance with the terms of the Exchange Offer (of which 141,101 Depositary Shares were tendered by Notice of Guaranteed Delivery). All Depositary Shares tendered are being exchanged for 1.85 shares of Common Stock for each Depositary Share. In accordance with the terms of the Exchange Offer, in lieu of issuing fractional shares, the Company is paying for such fraction in cash based upon the closing price of the Common Stock on the New York Stock Exchange ("NYSE") on March 28, 1996, the last trading day prior to the Expiration Date. As of the Expiration Date, there were 36,019 Depositary Shares issued and outstanding. (c) The NYSE informed the Company that, effective as of April 1, 1996, the Depositary Shares were delisted from the NYSE. The high and low closing sale prices for the Depositary Shares for the first calendar quarter of 1996 were $36 and $19 3/4, respectively. ITEM 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. Item 3 of the Statement is hereby amended and supplemented by adding the following information: (h) Reference is hereby made to the information set forth in subsection (c) of Item 1 above. (i) The Depositary Shares are held of record by less than 300 persons. Accordingly, pursuant to Section 12g-4 of the Securities Exchange Act of 1934, as amended, the Depositary Shares have become eligible for termination of registration. ITEM 9. Material to be Filed as Exhibits. Item 9 of the Statement is hereby amended and supplemented by adding the following information: (a)(9) Press Release, dated March 29, 1996, issued by Lewis Galoob Toys, Inc. (a)(10) Press Release, dated April 1, 1996, issued by Lewis Galoob Toys, Inc. 3 Signature After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 11, 1996 /s/ William G. Catron - -------------- ---------------------- (Date) (Signature) William G. Catron Executive Vice President, General Counsel and Chief Administrative Officer (Name and Title) 4 EXHIBIT INDEX Page No. (a)(9) Press Release, dated March 29, 1996, issued by Lewis Galoob Toys, Inc. (a)(10) Press Release, dated April 1, 1996, issued by Lewis Galoob Toys, Inc. 5 EX-99.(A)(9) 2 PRESS RELEASE, DATED MARCH 29, 1996 BUSINESSWIRE STORY 4 PAGE 1 OF 2 03/29 Galoob Announces Acceptance Under ITS Exchange Offer SOUTH SAN FRANCISCO, Calif. -- (BUSINESSWIRE) -- March 29, 1996 -- Lewis Galoob Toys, Inc. (NYSE: GAL; GALPR) announced today that its offer to exchange each of its Depositary Convertible Exchangeable Preferred Shares for 1.85 shares of its Common Stock expired at 5:00 p.m., New York City time, on March 29, 1996 in accordance with its terms. The Company further announced that 1,803,481 Preferred Shares, or approximately 98%, had been properly tendered for exchange prior to the expiration of the exchange offer and that it has notified the depositary of its acceptance for exchange of all of the Preferred Shares properly tendered. Subject to the terms and conditions of the exchange offer, the Common Stock exchanged for Preferred Shares properly tendered, will be issued promptly following the receipt of stock certificates and any other required documentation. Lewis Galoob Toys, Inc. designs, develops, markets and sells high quality toys worldwide. BUSINESSWIRE STORY 4 PAGE 2 OF 2 CONTACT: Lewis Galoob Toys, Inc. Alan Gaudie, 415/952-1678 or Morgen-Walke Associates Doug Sherk or Jenifer Kirtland or David Gennarelli, 415/296-7383 or Jill Ruja or Elissa Grabowski, 212/850-5600 19:56 ET MAR 29, 1996 EX-99.(A)(10) 3 PRESS RELEASE, DATED APRIL 1, 1996 DOW JONES NEWS SERVICE STORY 1 PAGE 1 OF 1 08:35 Lewis Galoob Pfd Shrs -2-: Offer Expired Friday >GAL SOUTH SAN FRANCISCO, Calif. (Dow Jones) -- Lewis Galoob Toys, Inc. (GAL) said 1,803,481, or about 98%, of preferred shares were tendered in its exchange offer. The company reported Feb. 12 it planned an exchange offer for its 1,839,500 convertible exchangeable preferred shares outstanding. In a press release, Lewis Galoob said it exchanged 1.85 common shares per depositary convertible exchangeable preferred share held. The offer expired Friday at 5 p.m. EST. Lewis Galoob, South San Francisco, Calif., designs, develops, markets and sells toys. (END) DOW JONES NEWS 04-01-96 8:35 AM -----END PRIVACY-ENHANCED MESSAGE-----