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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DSI TOYS, INC.
(Name of Subject Company)
MVII, LLC
E. THOMAS MARTIN
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
232968 10 7
(CUSIP Number of Class of Securities)
E. THOMAS MARTIN
MVII, LLC
654 OSOS STREET
SAN LUIS OBISPO, CALIFORNIA 93401
(805) 545-7900
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidder)
With copies to:
J. TODD MIROLLA, ESQ. GREGG R. CANNADY, ESQ.
ANDRE, MORRIS & BUTTERY CARRINGTON, COLEMAN, SLOMAN &
1304 PACIFIC STREET BLUMENTHAL, L.L.P.
SAN LUIS OBISPO, CA 93401 200 CRESCENT COURT, SUITE 1500
(805) 543-4171 DALLAS, TX 75201
(214) 855-3067
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------- ----------------------
$7,008,000 $1,401.60
- ---------------
* Estimated solely for purposes of calculating the amount of filing fee. The
Transaction Valuation assumes the purchase of 1,600,000 shares of Common Stock,
par value $.01 per share, of the Subject Company at the offer price of $4.38 net
per share in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the aggregate value of cash offered by MVII, LLC for such number of shares.
[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: $1,401.60
Filing Party: MVII, LLC, E. Thomas Martin
Form or Registration No.: Schedule 14D-1
Date Filed: April 21, 1999
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MVII, LLC, a limited liability company formed under the laws of the State
of California (the "Purchaser"), and E. Thomas Martin, a controlling member and
the sole Manager and President of the Purchaser, hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1 and Schedule 13D, filed on April
21, 1999, as set forth in this Amendment No. 1. The item numbers and responses
thereto below are in accordance with the requirements of Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) is hereby amended and supplemented
by the following:
The information set forth in Section 14 ("Certain Conditions of the
Offer") of the Offer to Purchase is hereby amended and supplemented by the
following:
(i) The seventeenth line of the first paragraph of such Section
14 is hereby amended and supplemented by adding the phrase "and in
addition to (and not in limitation of) the Purchaser's right to extend
and amend the Offer at any time in its sole discretion (subject to the
provisions of the Stock Purchase Agreement), and subject to any
applicable rules and regulations of the Commission, including Rule
14e-1(c) relating to the Purchaser's obligation to pay for or return
tendered Shares after termination of the Offer," immediately after the
second comma appearing in such line; and
(ii) The eighteenth line of the first paragraph of such Section
14 is hereby amended by deleting the phrase, "subject as aforesaid,"
appearing in such line.
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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.
MVII, LLC
By: /s/ E. Thomas Martin
----------------------------
Name: E. Thomas Martin
Title: Manager
Dated: May 4, 1999
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.
/s/ E. Thomas Martin
----------------------------
E. Thomas Martin
Dated: May 4, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(1)* -- Offer to Purchase dated April 21, 1999.
(a)(2)* -- Letter of Transmittal.
(a)(3)* -- Notice of Guaranteed Delivery.
(a)(4)* -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5)* -- Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6)* -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7)* -- Form of Summary Advertisement as published in the New York
Times on April 21, 1999.
(a)(8)* -- Text of Press Release, dated April 15, 1999, issued by the
Company and Purchaser.
(a)(9)* -- Text of Press Release, dated April 21, 1999, issued by the
Purchaser.
(b) -- None.
(c)(1)* -- Stock Purchase and Sale Agreement dated April 15, 1999,
between the Company and the Purchaser.
(c)(2)* -- Form of Side Letter Agreement dated April 15, 1999,
between the Purchaser and certain management shareholders
and a limited partnership controlled by a management
shareholder.
(c)(3)* -- Shareholders' and Voting Agreement dated April 15, 1999,
among the Purchaser, the Company and certain management
shareholders and a limited partnership controlled by a
management shareholder.
(c)(4)* -- Registration Rights Agreement dated April 15, 1999, among
the Company, the Purchaser, and certain management
shareholders and a limited partnership controlled by a
management shareholder.
(c)(5)* -- Form of Irrevocable Proxy dated April 15, 1999, between
the Purchaser and certain management shareholders and a
limited partnership controlled by a management shareholder.
(d) -- None.
(e) -- Not applicable.
(f) -- None.
* Previously filed.
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