-----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, WT87rsMPuLX+dmjtU+8yLaUm2gIQHXL0rJmwMvmEvbIlphs973yFEc6kelviAYIR 7FDkjI1xMpWetqeqX0Nflg== 0000950117-97-000414.txt : 19970318 0000950117-97-000414.hdr.sgml : 19970318 ACCESSION NUMBER: 0000950117-97-000414 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970317 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YES ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000943747 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 943165290 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47393 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 3875 HOPYARD RD STE 375 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5108479444 MAIL ADDRESS: STREET 1: 3875 HOPYARD ROAD STREET 2: SUITE 375 CITY: PLEASANTON STATE: CA ZIP: 94588 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YASA ANDYLA CENTRAL INDEX KEY: 0001029712 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CHASE PLAZA TOWER STREET 2: 4TH FLOOR CITY: SUDIRMAN KAV 21 JAKA STATE: A1 ZIP: 000 MAIL ADDRESS: STREET 1: CHASE PLAZA TWR STREET 2: 4TH FL CITY: SUDIRMAN KAV 21 STATE: A1 ZIP: 12910 SC 13D 1 ANDYLA YASA SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 YES! ENTERTAINMENT CORP. ------------------------ (Name of Issuer) COMMON STOCK, NO PAR VALUE -------------------------- (Title of Class of Securities) 985834100 --------- (CUSIP Number) Mr. Andyla Yasa c/o P.T. Amanda Granitkusuma Chase Plaza Tower, 4th Floor, Jln. Jend. Sudirman Kav.21 Jakarta 12910 Indonesia ----------------------- (Name, Address and Telephone Number of person Authorized to Receive Notices and Communications) DECEMBER 17, 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 Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X] (a fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.) Page 1 of 8 SCHEDULE 13D ================================================================================ 1 NAME OF REPORTING PERSONS, S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MR. ANDYLA YASA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION INDONESIAN - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER: 765,500 BENEFICIALLY OWNED ----------------------------------------- BY EACH REPORTING 8 SHARED VOTING POWER: PERSON WITH* ----------------------------------------- 9 SOLE DISPOSITIVE: 765,500 ----------------------------------------- 10 SHARED DISPOSITIVE POWER: - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 765,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.10% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ Page 2 of 8 Item 1. Security and Issuer This statement relates to shares of Common Stock of Yes! Entertainment Corp. (the "Issuer"). The principal offices of the Issuer are located at 3875 Hopyard Road, Pleasanton, California, 94588. Item 2. Identity and Background This statement on Schedule 13D is filed by Mr. Andyla Yasa (the "Reporting Person"). The Reporting Person's business address is c/o P.T. Amanda Granitkusuma, Chase Plaza Tower, 4th Floor, Jln. Jend. Sudirman, Kav. 21, Jakarta 12910, Indonesia. The Reporting Person's principal occupation is as chairman of P.T. Amanda Granitkusuma, whose principal address is set forth above. P.T. Amanda Granitkusuma's principal business activity is the operation of a granite quarry and the extraction and processing of granite therefrom. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The 765,500 shares of Common Stock of the Issuer were purchased by the Reporting Person for an aggregate consideration (including brokerage commissions) of approximately US$9,755,022.50. Such purchase of shares of Common Stock were made over the course of the previous seven (7) months in conventional brokerage transactions on NASDAQ. The Reporting Person acquired such shares of the Common Stock of the Issuer by using his personal funds and borrowings from his margin account with his broker, Prudential Securities Incorporated (the "Broker"). Funds obtained by the Reporting Person through the margin account have not at any time exceeded sixty percent (60%) of the value of the shares of Common Stock of the Issuer purchased by the Reporting Person. The amount of funds borrowed through the margin account equaled US$4,235,316.10 as at December 17, 1996; however, a payment of US$1,364,931.10 was made by the Reporting Person to the Broker on December 19, 1996, reducing such borrowing to US$2,870,38 as at such date. All of the shares of Common Stock of the Issuer held by the Reporting Person are held in his margin account with the Broker and are pledged as collateral to the Broker for the repayment of margin loans made to the Reporting Person by the Broker. A copy of the margin account agreement between the Broker and the Reporting Person is attached hereto as Exhibit 1 and incorporated herein by reference. Page 3 of 8 Item 4. Purpose of Transaction The Reporting Person has acquired his shares of the Common Stock of the Issuer (the "Securities") for investment purposes. The Reporting Person may consider making additional purchases of shares of the Common Stock of the Issuer in open-market or private transactions, the extent of which purchases would depend upon prevailing market or other conditions. Alternatively, the Reporting Person may sell all or a portion of his shares of Common Stock of the Issuer in open-market or private transactions, depending upon prevailing market conditions or other factors. Except as otherwise indicated above, the Reporting Person does not have any plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of the instructions to Item 4 or any similar action or effect. Nothing in this statement on Schedule 13D shall be deemed to preclude the Reporting Person from developing or implementing any such plan or proposal in the future. Item 5. Interest in Securities of the Issuer The Reporting Person has direct beneficial ownership of 765,500 shares (approximately 5.1%) of the Common Stock of the Issuer. The Reporting Person has the sole power to vote or to direct the vote and to dispose or direct the disposition of such 765,500 shares of the Common Stock of the Issuer. During the past sixty (60) days from the date of this filing, the following transactions were effected in the Common Stock of the Issuer by the Reporting Person:
Nature Number Price (US$) Of Of (Including Date Security Transaction Shares Commission) - ---- -------- ----------- ------ ----------- 10/24/96 Common Stock Purchase 5,000 US$13.75 10/24/96 Common Stock Purchase 25,000 13.875 10/25/96 Common Stock Sale 30,000 14.625 10/28/96 Common Stock Sale 2,500 14.75 11/08/96 Common Stock Purchase 5,000 10.875 11/08/96 Common Stock Purchase 45,000 11.00 11/13/96 Common Stock Sale 50,000 11.93 11/14/96 Common Stock Sale 10,000 11.625 11/15/96 Common Stock Purchase 50,000 11.00 11/25/96 Common Stock Sale 7,500 9.875 12/03/96 Common Stock Sale 4,000 10.00 12/04/96 Common Stock Sale 3,000 10.00 12/05/96 Common Stock Sale 10,000 10.00 12/16/96 Common Stock Purchase 35,000 7.0625
Page 4 of 8 12/17/96 Common Stock Purchase 35,000 7.4375 12/17/96 Common Stock Purchase 33,500 7.375
All of the above transactions were executed in conventional brokerage transactions on the NASDAQ. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities Fund the Issuer There are no contracts, arrangements, understanding or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials to be filed as Exhibits Exhibit 1. Margin Account Agreement between Reporting Person and Broker. Page 5 of 8 SIGNATURE After reasonable 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. Dated : December 23, 1996 /S/ ANDYLA YASA - --------------------- Name: ANDYLA YASA Page 6 of 8 EX-99 2 EXHIBIT 1 EXHIBIT 1 Margin Account Agreement Between Reporting Person and Prudential Securities Incorporated. Page 7 of 8 ----------------------------------------------- | BRANCH | ACCOUNT NO. | FA | DOC. ID | | | | | | | |R|W | 0|5|2|8|7|3 | 1|5 | 70 | ----------------------------------------------- CLIENT OPENING ACCOUNT AGREEMENT - -------------------------------------------------------------------------------- To: Prudential Securities Incorporated and its affiliates In consideration of your opening one or more accounts in the name(s) of the undersigned singly, jointly with others or otherwise, now or in the future, the undersigned agrees to the following: 1. I am of full age and represent that, unless I give you written notice to the contrary, I am not and will not be an employee of any exchange or a member firm of any exchange or the NASD, and that no one other than the undersigned who has such affiliation has or will have a direct or indirect interest in any accounts of the undersigned. 2. I agree to conduct my account in accordance with all applicable laws or regulations as well as the rules and practices of any market or clearing house through which my trades may be executed or processed. 3. You may require me to prepay for any order. I agree to pay for all transactions no later than settlement date. You shall have a general lien on all properties I may have on deposit with you either singly or jointly with another or otherwise and may, without notice to me or my successors, at your discretion, liquidate or transfer any such property in order to satisfy any indebtedness I may have to you or to relieve you of any risk of a deficit existing in any of my accounts. I shall be liable for any remaining deficiency in any of my accounts. You may conduct all transactions for me in accordance with the customs and usages of securities firms and of the various exchanges. 4. I will advise you if any of my sell orders are for securities which I do not own at the time of the order. 5. You may, at your discretion, decline to accept any orders or deliver out my account or require that I transfer my account from your firm. I understand that if I do not promptly transfer my account upon your demand, you reserve the right to liquidate positions in my account at your discretion. 6. Unless otherwise agreed in writing, I agree to pay commissions, charges, interest and fees at your prevailing rates which may be changed from time to time without notice to me, and to pay your reasonable attorneys' fees and interest at the highest lawful rate in the event you must take legal action to collect any amounts due from me to you. 7. Confirmation of transactions and statements for my accounts shall be binding upon me if I do not object in writing within ten days after mailing to me. I agree to promptly notify you by a writing addressed to the Branch Manager of the branch in which my account is maintained of any item I believe to be an error or omission in any confirmation or statement. I will so notify the Branch Manager even if an employee of the firm has promised to correct any such error. Communications mailed, wired, or telegraphed to me at the address specified by me shall, until you have received notice in writing from me of a different address, be deemed to have been personally delivered to me and I agree to waive all claims resulting from failure to receive such communications. 8. If any provision or condition of this agreement shall be held to be invalid or unenforceable by any court, regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. Your failure to insist at any time upon strict compliance with this agreement or with any of its terms or any continued course of such conduct on your part shall not constitute or be considered a waiver by you of any of your rights. 9. This agreement shall inure to the benefit of your successors and assigns, shall be binding on me, my representatives, attorneys-in-fact, executors, administrators and assigns, and beneficial owners and shall be governed by the laws of the State of New York. In the event of my death, any order which I had given you shall be binding on my estate representative until you receive actual notice thereof. 10. Prudential Securities Incorporated client accounts are protected by SIPC and Prudential Securities' excess SIPC coverage. FDIC rules require that clients be informed that Prudential Securities is not a bank and that securities offered through Prudential Securities are not backed or guaranteed by any bank or insured by the FDIC unless otherwise expressly indicated. 11. * Arbitration is final and binding on the parties. * The parties are waiving their right to seek remedies in court, including the right to jury trial. * Pre-arbitration discovery is generally more limited than and different from court proceedings. * The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. * The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The undersigned agrees, and by carrying an account for the undersigned you agree, all controversies which may arise between us concerning any transaction or the construction, performance or breach of this or any other agreement between us, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. This contract shall be governed by the laws of the State of New York, and shall inure to the benefit of your successors and assigns, and shall be binding on the undersigned, my heirs, executors, representatives, attorneys-in-fact, administrators and assigns. Any controversy arising out of or relating to my account, to transactions with or for me or to this Agreement or the breach thereof, and whether executed or to be executed within or outside of the United States, shall be settled by arbitration before either the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or any other self-regulatory organization of which Prudential Securities Incorporated is a member, as I may elect and under the then existing arbitration procedures of the forum I have elected. If I do not make such election by registered mail addressed to you at your main office within five (5) days after demand by you that I make such election, then you may make such election. Notice preliminary to, in conjunction with, or incident to such arbitration proceeding, may be sent to me by mail and personal service is hereby waived. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof, without notice to me. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. By signing this agreement, the client acknowledges that he/she has received a copy of this agreement. This agreement contains a pre-dispute arbitration clause at page 1 at paragraph 11. 1/31/96 /s/ ANDLYA YASA ANDLYA YASA - ------------------------------- ---------------------------------------------------------- Date Client Signature (Please Sign and Print) - ------------------------------- ----------------------------------------------------------- Date Client Signature (If Joint Account) (Please Sign and Print)
[LOGO] Prudential Securities Incorporated, One Seaport Plaza, New York, N.Y. 10292 Form 5372 (Rev. 12-94) BRANCH COPY Prudential Securities Incorporated is a subsidiary of The Prudential Insurance Company of America, Newark, New Jersey Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----