-----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, Bp1x33Cn1JMa9hEYHhD8T6kbnt21VBubiAqx3G1MxszB8ujW7N2METGTGz2t/70T G7vQUvV8yUEMu16kWXp4oQ== 0000950136-96-001137.txt : 19961202 0000950136-96-001137.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950136-96-001137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961127 SROS: NYSE GROUP MEMBERS: MAFCO CONSOLIDATED GROUP INC GROUP MEMBERS: MAFCO CONSOLIDATED GROUP INC. GROUP MEMBERS: MAFCO CONSOLIDATED HOLDINGS INC. GROUP MEMBERS: MAFCO HOLDINGS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POWER CONTROL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000945235 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 020423416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46325 FILM NUMBER: 96673386 BUSINESS ADDRESS: STREET 1: 2400 PALMER AVE CITY: KALAMAZOO STATE: MI ZIP: 49001-4165 BUSINESS PHONE: 6163846371 MAIL ADDRESS: STREET 1: 2400 PALMER AVE CITY: KALAMAZOO STATE: MI ZIP: 49001-4165 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAFCO CONSOLIDATED GROUP INC CENTRAL INDEX KEY: 0000888676 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 020424104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 6039265911 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 SCHEDULE 13D-AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) POWER CONTROL TECHNOLOGIES INC. ----------------------------------------- (Name of issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE ------------------------------------------------ (Title of class of securities) 739228-10-4 ----------- (CUSIP number) Glenn P. Dickes 625 Madison Avenue - 12th Floor New York, New York 10021 (212) 572-8600 --------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) with a copy to: Alan C. Myers, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 NOVEMBER 25, 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 |_|. Exhibit Index on Page 5 Page 1 of 5 Pages This statement amends and supplements the Statement on Schedule 13D, as amended (the "Schedule 13D"), filed with the Securities and Exchange Commission by Mafco Consolidated Group Inc., a Delaware corporation, C&F (Parent) Holdings Inc., a Delaware corporation, and Mafco Holdings Inc., a Delaware corporation, in connection with their ownership of shares of common stock, par value $.01 per share, of Power Control Technologies Inc., a Delaware corporation. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background. Items 2(a)-2(c) are hereby amended by adding the following at the end thereof: On April 10, 1996, C&F Parent changed its name to Mafco Consolidated Holdings Inc. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following at the end thereof: "On November 25, 1996, Mafco and PCT consummated the transactions contemplated by the Purchase Agreement. Pursuant to the Purchase Agreement, Purchaser acquired from Mafco all the Shares of Flavors and 23,156,502 VSRs, which were issued pursuant to the VSR Agreement. Flavors, through its wholly owned subsidiary Mafco Worldwide Corporation, a Delaware corporation ("Mafco Worldwide"), operates a licorice extract and other flavoring agents manufacturing and distributing business. In consideration for the Shares and VSRs, Purchaser paid Mafco cash in the amount of $180 million. In addition, Purchaser will pay Mafco deferred cash payments of $3.7 million on June 30, 1997 and $3.5 million on December 31, 1997. It is anticipated that the VSRs will be distributed to all holders of PCT Common Stock and PCT Preferred Stock promptly following the effectiveness of a registration statement filed by Mafco with the Securities and Exchange Commission. Immediately following the acquisition of Flavors, Purchaser contributed all outstanding shares of common stock of Pneumo Abex Corporation, a Delaware corporation ("Pneumo Abex"), to Flavors and Flavors contributed such shares to Mafco Worldwide, which resulted in Pneumo Abex becoming a wholly owned subsidiary of Mafco Worldwide. On November 25, 1996, Mafco Worldwide merged with and into Pneumo Abex with Pneumo Abex being the surviving corporation, the directors of Mafco Worldwide becoming the directors of Pneumo Abex and Pneumo Abex becoming a wholly owned subsidiary of Flavors." Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended to restate Exhibit 8 in its entirety as follows: Exhibit 8. Value Support Rights Agreement, dated November 25, 1996, between Mafco Consolidated Group Inc. and American Stock Transfer & Trust Company, as the trustee (incorporated by reference from Exhibit 4.1 to Mafco Consolidated Group Inc.'s Current Re- port on Form 8-K filed on November 27, 1996). 3 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Dated: November 27, 1996 MAFCO HOLDINGS INC. MAFCO CONSOLIDATED HOLDINGS INC. MAFCO CONSOLIDATED GROUP INC. By: /s/ Glenn P. Dickes ------------------------------- Name: Glenn P. Dickes Title: Authorized Signatory 4 Exhibit Index Exhibit 8 Value Support Rights Agreement, dated November 25, 1996, between Mafco Consolidated Group Inc. and American Stock Transfer & Trust Company, as the trustee (incorporated by reference from Exhibit 4.1 to Mafco Consolidated Group Inc.'s Current Report on Form 8-K filed on November 27, 1996). 5 -----END PRIVACY-ENHANCED MESSAGE-----