-----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, Wwd0d2lZ/x/U8lDRlI79b5FanVLDOB5EEN5Lkmi4QuQFck4qewx131ZIxNopqPv8 VAwpUXFLsadHHV2wrUQ7HA== 0000950172-97-000631.txt : 19970702 0000950172-97-000631.hdr.sgml : 19970702 ACCESSION NUMBER: 0000950172-97-000631 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970701 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: 97633863 BUSINESS ADDRESS: STREET 1: 685 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) 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 July 1, 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: ( ) 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) ( ) (b) ( ) ___________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS _________________________________________________________________ (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 0 SHARES _____________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH _____________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% _________________________________________________________________ (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) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS _________________________________________________________________ (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 0 SHARES _____________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH _____________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% _________________________________________________________________ (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, 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, as amended by Amendment No. 4, dated January 31, 1997, filed with the Securities and Exchange Commission by Andrews Group and Mafco, and as amended by Amendment No. 5, dated March 11, 1997, 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 5. INTEREST IN SECURITIES OF THE ISSUER (a) As a result of the termination of the agreements referred to in Item 6 and the removal on June 23, 1997 of each director of Marvel Enter- tainment Group, Inc. ("Marvel") and the subsequent election to the Marvel Board of persons not affiliated with Andrews Group or Mafco, the Reporting Persons no longer beneficially own any Class A Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As previously reported, on March 6, 1997 Andrews Group had informed Toy Biz that certain conditions to the obligations of Andrews Group and Andrews Acquisition Corp. (the "Purchaser") under the Agreement and Plan of Merger (the "Merger Agreement"), by and among Andrews Group, the Purchaser and Toy Biz, dated as of December 27, 1996, would not be satisfied, and that Andrews Group did not expect to waive such conditions and anticipated that the merger contemplated thereby would not be consummated. Also on March 6, 1997, as previously reported, Andrews Group had separately informed Avi Arad and Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib Inc. (collectively, the "Perlmutter Entities") that certain conditions to the obligations of Andrews Group under the Stock Purchase Agreement (the "Arad Stock Purchase Agreement"), dated as of November 20, 1996, as amended by Amendment No. 1 thereto, dated as of January 29, 1997, by and between Andrews Group and Avi Arad and the Stock Purchase Agreement (the "Perlmutter Stock Purchase Agreement"), dated as of November 20, 1996, as amended by Amendment No. 1 thereto, dated as of January 29, 1997, by and among Andrews Group and the Perlmutter Entities, respectively, would not be satisfied, and that Andrews Group did not expect to waive such conditions and anticipated that the transactions contemplated thereby would not be consummated. On July 1, 1997, Andrews Group formally terminated the Merger Agreement pursuant to Section 7.1 thereof. Also on July 1, 1997, Andrews Group formally terminated the Arad Stock Purchase Agreement, pursuant to Section 7.1 thereof and formally terminated the Perlmutter Stock Purchase Agreement, pursuant to Section 7.1 thereof. See attached Exhibits. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit A Letter from Andrews Group Incorporated to Toy Biz, Inc. dated July 1, 1997 Exhibit B Letter from Andrews Group Incorporated to Joseph M. Ahearn of Toy Biz, Inc. dated July 1, 1997 Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated July 1, 1997 Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib Inc. dated July 1, 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: July 1, 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 Letter from Andrews Group Incorporated to Toy Biz, Inc. dated July 1, 1997 Exhibit B Letter from Andrews Group Incorporated to Joseph M. Ahearn of Toy Biz, Inc. dated July 1, 1997 Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated July 1, 1997 Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac Perlmutter dated July 1, 1997 EX-99 2 EXHIBIT A Exhibit A [Andrews Group Letterhead] July 1, 1997 By Fax: 212/682-5272 and By Hand By Certified Mail Return Receipt Requested Toy Biz, Inc. 685 Third Avenue New York, New York 10017-4024 Attention: General Counsel Dear Sirs: This is to inform you that Andrews Group Incorporated ("Andrews") is hereby terminating the Agreement and Plan of Merger, dated as of December 27, 1996, by and among Andrews, Andrews Acquisition Corp. and Toy Biz Inc. pursuant to Section 7.1 thereof. Very truly yours, ANDREWS GROUP INCORPORATED By: /s/ Barry F. Schwartz cc: Allen Finkelson, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 EX-99 3 EXHIBIT B Exhibit B [Andrews Group Letterhead] July 1, 1997 By Fax: 212/682-5272 and By Hand By Certified Mail Return Receipt Requested Mr. Joseph M. Ahearn President and Chief Executive Officer Toy Biz, Inc. 685 Third Avenue New York, New York 10017-4024 Dear Mr. Ahearn: This is to inform you that Andrews Group Incorporated ("Andrews") is hereby terminating the Agreement and Plan of Merger, dated as of December 27, 1996, by and among Andrews, Andrews Acquisition Corp. and Toy Biz Inc. pursuant to Section 7.1 thereof. Very truly yours, ANDREWS GROUP INCORPORATED By: /s/ Barry F. Schwartz cc: Allen Finkelson, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 EX-99 4 EXHIBIT C Exhibit C [Andrews Group Letterhead] July 1, 1997 By Fax: 203/254-2613 and By Certified Mail Return Receipt Requested Mr. Avi Arad c/o Avi Arad & Associates 1698 Post Road East Westport, Connecticut 06880 Dear Mr. Arad: This is to inform you that Andrews Group Incorporated ("Andrews") is hereby terminating the Stock Purchase Agreement, dated as December 27, 1996, as amended as of January 29, 1997, by and between Andrews and Avi Arad pursuant to Section 7.1 thereof. Very truly yours, ANDREWS GROUP INCORPORATED By: /s/ Barry F. Schwartz cc: Battle Fowler LLP Park Avenue Tower 75 East 55 Street New York, New York 10022 Attention: Martin L. Edelman, Esq. John Turitzin, Esq. EX-99 5 EXHIBIT D Exhibit D [Andrews Group Letterhead] July 1, 1997 By Fax: 561/585-3349 212/682-5272 By Hand c/o Toy Biz Inc. and By Certified Mail Return Receipt Requested Mr. Isaac Perlmutter Isaac Perlmutter, T.A. ZIB Inc. P.O. Box 1028 Lake Worth, Florida 33460-1028 Dear Sirs: This is to inform you that Andrews Group Incorporated ("Andrews") is hereby terminating the Stock Purchase Agreement, dated as December 27, 1996, as amended as of January 29, 1997, by and among Andrews, Isaac Perlmutter, Isaac Perlmutter, T.A. and ZIB Inc. pursuant to Section 7.1 thereof. 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. John Turitzin, Esq. -----END PRIVACY-ENHANCED MESSAGE-----