SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 1995
ANDREWS GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-9008 95-2683875
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3200 Windy Hill Road, Suite 1100-West, Atlanta, GA 30067
(Address of principal executive offices) (Zip code)
(404) 955-0045
(Registrant's telephone number, including area code)
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ANDREWS GROUP INCORPORATED
The following financial statements of businesses acquired
and pro forma financial information is provided by Andrews
Group Incorporated (the "Company") in connection with the
Marvel Entertainment Group, Inc. ("Marvel") acquisition of
SkyBox International Inc. ("SkyBox") (the "SkyBox
Acquisition") as described in the Company's Form 8-K dated
April 26, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
--------------------------------------------
The following financial statements of SkyBox were previously
filed with the Company's Form 8-K dated April 26, 1995:
SkyBox International Inc.:
Report of Independent Accountants
Balance Sheets as of December 31, 1994 and 1993
Statements of Operations for the years ended
December 31, 1994, 1993 and 1992
Statements of Stockholders' Equity (Deficit) for the years
ended December 31, 1994, 1993 and 1992
Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992
Notes to the Financial Statements
(b) Pro Forma Financial Information
-------------------------------
The following pro forma financial information is provided
by the Company:
The unaudited pro forma condensed consolidated balance
sheet of the Company as of March 31, 1995 gives effect to
the adjustments set forth in the notes thereto as if the
SkyBox Acquisition had been consummated as of that date.
The unaudited pro forma condensed consolidated
statement of operations information gives effect to, as of
January 1, 1994, the following 1994 transactions: the
acquisition of Panini, the merger of NWTV and NW
Entertainment into NWCG, the purchase by NWCG of 100% of the
stock of Genesis, the purchase of the CitiCasters' Stations,
the repayment of NW Entertainment's debt, NWCG's common
stock offering, the issuance of NWCG Holdings Notes and
NWCG's issuance of preferred stock and the following 1995
transactions: the SkyBox Acquisition, the sale of WSBK-TV,
the repayment of a portion of NWTV's debt, the disposal of
WGHP-TV and WBRC-TV and the acquisition of the Argyle
stations. The pro forma financial results do not
necessarily reflect either future results or the results
that would have occurred had the transactions discussed
above actually occurred on the date indicated. Further, the
allocation of purchase price and final determination of net
proceeds from the dispositions are subject to adjustment.
<PAGE>
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of March
8, 1995 by and among SkyBox International
Inc., Marvel and Marvel Acquisition Corp.
Incorporated by reference to Exhibit (c)(1) to
Marvel's Tender Offer Statement on Schedule
14D-1 dated March 15, 1995 (as subsequently
amended, the "Schedule 14D-1").
10.1 Assignment dated as of March 14, 1995 by and
between Fleer Acquisition Corp. and Marvel
Acquisition Corp. Incorporated by reference
to Exhibit (c)(5) to the Schedule 14D-1.
10.2 Amended and Restated Credit and Guarantee
Agreement dated as of August 30, 1994, by and
among Marvel, Fleer Corp., Chemical Bank, as
Administrative Agent, and the financial
institutions parties thereto. Incorporated
by reference to Exhibit 10.49 to Marvel's
Current Report on Form 8-K, dated September
15, 1994.
10.3 Credit and Guarantee Agreement dated as of
April 24, 1995, by and among Marvel, Fleer
Corp., Chemical Bank, as Administrative
Agent, and the financial institutions parties
thereto. Incorporated by reference to
Exhibit (b)(3) to the Final Amendment to
Schedule 14D-1.
10.4 First Amendment dated as of November 22,
1994, to the Amended and Restated Credit and
Guarantee Agreement by and among Marvel,
Fleer Corp., Chemical Bank, as Administrative
Agent, and the financial institutions parties
thereto. Incorporated by reference to
Exhibit 10.4 to Marvel's Current Report on
Form 8-K, dated April 26, 1995 (the "April
Form 8-K").
10.5 Second Amendment dated as of April 24, 1995,
to the Amended and Restated Credit and
Guarantee Agreement by and among Marvel,
Fleer Corp., Chemical Bank, as Administrative
Agent, and the financial institutions parties
thereto. Incorporated by reference to
Exhibit 10.5 to the April Form 8-K.
20.1 Offer to Purchase of Fleer Acquisition Corp.
dated March 15, 1995. Incorporated by
reference to Exhibit (a)(1) to the Schedule
14D-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to
this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
Date: July 7, 1995
ANDREWS GROUP INCORPORATED
By:/s/ Laurence Winoker
Name: Laurence Winoker
Title: Vice President & Controller
(Principal Accounting Officer)
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<TABLE>
Andrews Group Incorporated and Subsidiaries
Pro Forma Consolidated Statement of Operations
For The Three Months Ended March 31, 1995
(Dollars in Millions)
(Unaudited)
<CAPTION>
Historical
Andrews
Group Sale of Argyle Pro Forma
Incorporated WSBK Stations SkyBox Adjustments Pro Forma
------------ ------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $274.4 ($5.7) $29.6 $26.1 $324.4
Operating expenses:
Direct costs 172.0 (5.2) 10.1 14.0 190.9
Selling, general and administrative expenses 80.3 (1.0) 16.2 10.5 ($12.7)(b) 93.3
Amortization of goodwill and intangibles 12.6 (0.8) 7.0 3.8 (c) 22.6
------------ ------- -------- ------ ----------- ---------
Operating income (loss) 9.5 1.3 (3.7) 1.6 8.9 17.6
------------ ------- -------- ------ ----------- ---------
Other (expenses) income:
Interest expense (65.3) (7.9)(d) (73.2)
Interest and net investment income 9.9 0.1 10.0
Gain on sale of interest in businesses 54.9 (40.9)(j) 14.0
Amortization of debt issuance costs and other (4.4) (0.1) (4.5)
------------ ------- -------- ------ ----------- ---------
(4.9) 0.0 0.0 0.0 (48.8) (53.7)
------------ ------- -------- ------ ----------- ---------
Income (loss) before income taxes, minority
interest and equity in net income of investees 4.6 1.3 (3.7) 1.6 (39.9) (36.1)
(Provision) benefit for income taxes (43.3) (0.1) (0.7) 37.1 (h) (7.0)
Minority interest in loss (earnings) of subsidiaries 1.9 2.4 (i) 4.3
Equity in net income of investees 0.1 0.1
------------ ------- -------- ------ ----------- ---------
Net (loss) income $(36.7) $1.3 ($3.8) $0.9 ($0.4) ($38.7)
============ ======= ======== ====== =========== =========
</TABLE>
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<TABLE>
Andrews Group Incorporated and Subsidiaries
Pro Forma Consolidated Statement of Operations
For The Year Ended December 31, 1994
(Dollars in Millions)
(Unaudited)
<CAPTION>
Historical
Andrews Citi-
Group Sale of Argyle casters Pro Forma
Incorporated Panini WSBK Stations Stations SkyBox Adjustments Pro Forma
------------ ------ ------- -------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues $911.7 $98.9 $(43.9) $140.8 $41.5 $113.3 $3.5 (a) $1,265.8
Operating expenses:
Direct costs 506.1 54.0 (36.4) 45.8 14.7 56.9 (2.3)(a) 638.8
Selling, general and administrative expenses 257.8 26.3 (5.7) 30.1 6.8 31.8 (13.8)(b) 333.3
Amortization of goodwill and intangibles 46.1 (3.8) 27.1 26.3 (c) 95.7
------------ ------ ------- -------- -------- ------ ----------- ---------
Operating income (loss) 101.7 18.6 2.0 37.8 20.0 24.6 (6.7) 198.0
------------ ------ ------- -------- -------- ------ ----------- ---------
Other (expenses) income:
Interest expense (206.4) (2.8) (57.1)(d) (266.3)
Interest and net investment income 19.3 0.5 (7.0)(e) 12.8
Gain on sale of interest in NWCG 86.8 (86.8)(f) 0.0
Amortization of debt issuance costs and other (12.5) (1.3) 0.3 (g) (13.5)
------------ ------ ------- -------- -------- ------ ----------- ---------
(112.8) (2.8) 0.0 0.0 0.0 (0.8)(150.6) (267.0)
------------ ------ ------- -------- -------- ------ ----------- ---------
(Loss) income before income taxes, minority
interest and equity in net income of investees (11.1) 15.8 2.0 37.8 20.0 23.8 (157.3) (69.0)
(Provision) benefit for income taxes (28.0) (6.6) (2.5) (9.6)(h) (46.7)
Minority interest in loss (earnings) of subsidiaries 16.0 (10.7)(i) 5.3
Equity in net income of investees 9.4 0.4 (b) 9.8
------------ ------ ------- -------- -------- ------ ----------- ---------
Net (loss) income ($13.7) $9.2 $2.0 $37.8 $20.0 $21.3 (177.2) $(100.6)
============ ====== ======= ======== ======== ====== =========== =========
</TABLE>
<PAGE>
<TABLE>
Andrews Group Incorporated and Subsidiaries
Pro Forma Consolidated Balance Sheet
As of March 31, 1995
(Dollars in Millions, except share data)
(Unaudited)
<CAPTION>
Historical
Andrews Group Pro Forma
Incorporated SkyBox Adjustments Pro Forma
------------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Cash $105.9 $3.4 $350.0 (k) $109.3
(189.1)(l)
(154.6)(m)
(6.3)(n)
Restricted cash 77.3 77.3
Trade receivables, net 365.0 13.7 378.7
Inventories 67.8 5.3 73.1
Television program contract rights 22.6 22.6
Film costs, net 66.5 66.5
Prepaid expenses and other 64.3 12.2 76.5
------------- ------ ----------- ---------
Total current assets 769.4 34.6 0.0 804.0
Property, plant and equipment, net 270.9 0.7 271.6
Television program contract rights 4.1 4.1
Film costs, net 36.9 36.9
Intangible assets and excess reorganization value, net 2,222.8 170.0 (m) 2,392.8
Loans to affiliate 221.3 221.3
Other assets 208.6 0.9 2.7 (m) 212.2
------------- ------ ----------- ---------
$3,734.0 $36.2 $172.7 $3,942.9
============= ====== =========== =========
Current liabilities:
Current portion of long-term debt and notes payable $161.4 $6.3 $(6.3)(n) $161.4
Accounts payable and accrued expenses 283.9 33.5 20.2 (m) 335.5
(2.1)(m)
Television program contracts payable 21.0 21.0
Deferred income 29.5 29.5
Participations and residuals payable 29.6 29.6
------------- ------ ----------- ---------
Total current liabilities 525.4 39.8 11.8 577.0
Long-term debt 2,551.8 350.0 (k) 2,712.7
(189.1)(l)
Indebtedness to affiliates 175.3 175.3
Other liabilities 147.9 (0.2) 147.7
Minority interest 466.2 (0.7)(m) 465.5
Redeemable preferred stock of subsidiaries 247.0 247.0
Stockholder's deficit:
Common stock 0.1 (0.1)(m) 0.0
Additional paid-in-capital 32.9 69.0 (69.0)(m) 32.9
Accumulated deficit (412.3) (72.5) 72.5 (m) (415.0)
(2.7)(m)
Cumulative translation adjustment (0.2) (0.2)
------------- ------ ----------- ---------
Total stockholder's deficit (379.6) (3.4) 0.7 (382.3)
------------- ------ ----------- ---------
$3,734.0 $36.2 $172.7 $3,942.9
============= ====== =========== =========
</TABLE>
<PAGE>
Notes to Pro Forma Financial Information
- ----------------------------------------
(a) Reflects the elimination of Argyle barter revenues and
expenses for the year ended December 31, 1994 and the
purchase of Genesis for the three months ended March
31, 1994.
(b) Reflects the (i) purchase of Genesis for three months
ended March 31, 1994, (ii) elimination of Argyle-
related corporate expenses as a result of the
consolidation of operations and the adjustment of total
NWCG corporate expenses based upon management's
estimate of total corporate expenses, and (iii) the
reduction of SkyBox performance shares expense due to
the assumed retirement of such shares on January 1,
1994.
(c) Reflects the adjustment of the amortization of
intangible assets and depreciation of property, plant
and equipment based on the Company's preliminary
estimates of fair values. Intangible assets are
amortized on a straight-line basis over five to forty
years.
(d) Reflects adjustments to interest expense for the
acquisition of Panini for the eight months ended August
31, 1994, the consolidation of Genesis for the three
months ended March 31, 1994, the acquisition of SkyBox,
the sale of WSBK-TV, and for additional borrowings to
finance the purchase of Argyle and repay Argyle debt
assumed.
(e) Reflects a reduction of interest income for use of
excess cash to consummate the acquisitions.
(f) Reflects the elimination of the gain on the NWCG common
stock offering and NWCG's issuance of preferred stock.
(g) Primarily reflects NWCG's issuance of preferred stock
and the reduction in preferred stock dividends due to
the assumed retirement of SkyBox Series A Cumulative
Voting Preferred Stock as of January 1, 1994.
(h) Reflects adjustment of the provisions for income taxes
in accordance with SFAS No. 109.
(i) Reflects the adjustment to the recognition of minority
interest in Marvel and NWCG.
(j) Reflects adjustment for the sale of WSBK-TV.
(k) Reflects the borrowings under Marvel's U.S. Term Loan
Agreement.
(l) Reflects the reduction of the term loan and a portion
of the revolving credit loan under Marvel's Amended and
Restated Credit Agreement with the use of excess
proceeds from Marvel's U.S. Term Loan Agreement.
(m) Reflects the application of a portion of the net
proceeds from Marvel's U.S. Term Loan Agreement to
finance the SkyBox Acquisition, the net increase in
deferred financing costs related to the U.S.Term Loan
Agreement partially offset by the write-off of deferred
financing costs associated with an assumed reduction of
the term loan portion under the Amended and Restated
Credit Agreement in proportion to the total commitments
under that facility and the preliminary allocation to
assets and liabilities based on their estimated
respective fair values, including accruals for
severance and other costs. Minority interest is
calculated using ownership rates at the end of the
period.
(n) Reflects the payment of the outstanding balance under
SkyBox's credit agreement.
