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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 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.
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[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
2
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 and
Schedule 13D relates to the offer by MVII, LLC, a limited liability company
formed under the laws of the State of California (the "Purchaser"), to purchase
up to 1,600,000 shares of common stock, par value $.01 per share (the "Common
Stock" or "Shares"), of DSI Toys, Inc., a Texas corporation (the "Company"), at
a price of $4.38 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
April 21, 1999, as amended (the "Offer to Purchase"), and in the related Letter
of Transmittal (which together constitute the "Offer"). Defined terms used but
not otherwise defined herein shall have the meanings set forth in the Offer to
Purchase. The item numbers and responses thereto below are in accordance with
the requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The information set forth in Item 6 is hereby amended and supplemented by
the following:
"The Offer expired at 5:00 p.m., New York City time, on Tuesday, May
25, 1999. Subject to final verification, as of that time 4,969,627 Shares
had been validly tendered or guaranteed and not withdrawn pursuant to the
Offer. The Purchaser purchased 1,600,000 Shares in the Offer (including
Shares tendered pursuant to notices of guaranteed delivery). Accordingly,
the preliminary proration factor is 32.20%. A copy of the press release
announcing the expiration of the Offer is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following Exhibit:
(a)(10) -- Press Release dated May 26, 1999, issued by the Purchaser.
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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 26, 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 26, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(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.
(a)(10) -- Text of Press Release, dated May 26, 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.
</TABLE>
* Previously filed.
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EXHIBIT 99(a)(10)
MVII, LLC COMPLETES TENDER OFFER FOR SHARES OF DSI TOYS, INC.
SAN LUIS OBISPO, CA, May 26, 1999 - MVII, LLC, a California limited
liability company controlled by E. Thomas Martin, announced today that it has
accepted 1,600,000 shares of Common Stock of DSI Toys, Inc. (NASDAQ:DSIT) for
payment in connection with its $4.38 per share cash tender offer. This
represents approximately 24% of the total outstanding DSI shares.
The tender offer expired at 5:00 p.m., New York City time, yesterday. At
that time, 4,969,627 shares had been tendered or guaranteed, resulting in a
preliminary proration factor of 32.20%. The final proration factor will be
determined by the depositary, American Stock Transfer & Trust Company, within a
few days.
As previously announced, the tender offer was commenced pursuant to the
Stock Purchase and Sale Agreement dated April 15, 1999, between MVII and DSI.
Under the terms of the Stock Purchase and Sale Agreement, simultaneously with
the closing of the tender offer, MVII will purchase from DSI an additional $3.8
million of DSI Common Stock. MVII made an initial purchase of $1.2 million of
DSI Common Stock upon execution of the Stock Purchase and Sale Agreement on
April 15, 1999. After consummation of the tender offer and the additional $3.8
million investment in DSI Common Stock, MVII will own more than 47% of DSI's
outstanding shares and will be entitled to nominate four of the six members of
the DSI Board.
For more information, contact:
Tom Martin
MVII, LLC
654 Osos Street
San Luis Obispo, CA 93401
(805) 545-7900
