UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 1994
ANDREWS GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-9008 95-2683875
(Name or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) No.)
3200 WINDY HILL ROAD, SUITE 1100-WEST, 30067
MARIETTA, GA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 404-955-0045
ANDREWS GROUP INCORPORATED
The following unaudited financial statements of
businesses acquired are provided by Andrews Group Incorporated
(the "Company") in connection with Marvel Entertainment Group,
Inc.'s acquisition of all of the equity interest of Maxwell
Communications Italia S.p.A. (together with its subsidiaries,
"Panini") as described in the Company's Form 8-K dated August 31,
1994.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The following unaudited financial statements of Panini as of
August 31, 1994 and for the three months then ended are set forth
in Annex A hereto:
Panini:
Condensed Consolidated Balance Sheet -- As of
August 31, 1994
Condensed Consolidated Statement of Income -- For
the three months ended August 31, 1994
Condensed Consolidated Statement of Cash Flows --
For the three months ended August 31, 1994
(b) Pro Forma Financial Information. None.
(c) Exhibits. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
ANDREWS GROUP INCORPORATED
(Registrant)
By: /s/ Laurence Winoker
___________________________
Dated: March 31, 1995 Laurence Winoker
Vice President and Controller
(Principal Accounting Officer)
ANNEX A
MAXWELL COMMUNICATIONS ITALIA S.p.A.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions of Italian Lire)
(Unaudited)
At August 31,
1994
_____________
ASSETS
Current assets:
Cash and cash equivalents Lit 30,177
Accounts receivables, net 39,614
Inventories 22,196
Prepaid expenses and other 33,957
______________
Total current assets 125,944
Property, plant and equipment 35,521
Deferred charges and other 22,114
______________
Lit 183,579
==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Current portion of long-term debt 15,212
Accounts Payable 37,100
Due to parent 9,039
Accrued expenses and other 31,974
______________
Total current liabilities 93,325
Long-term debt 210
Other long-term liabilities 6,692
Minority interest 58
Stockholder's Equity:
Capital Stock 32,000
Retained earnings 57,785
Cumulative translation adjustment (6,491)
______________
Total stockholder's equity 83,294
______________
Total liabilities and stockholder's
equity Lit 183,579
==============
See notes to condensed consolidated financial statements
MAXWELL COMMUNICATIONS ITALIA S.p.A.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In millions of Italian lire)
(Unaudited)
Three months ended
August 31, 1994
Net revenues Lit 39,354
Cost of sales 19,399
___________
Gross profit 19,955
Selling, general and administrative expenses 19,810
Interest expense, net (294)
Foreign currency exchange (gain) (261)
Other (income) (4,966)
____________
Income before tax and minority interest 5,666
Provision for income taxes (491)
____________
Income before minority interest 6,157
Minority interest in (loss) of subsidiaries (1)
_____________
Net income Lit 6,158
=============
See notes to condensed consolidated financial statements.
MAXWELL COMMUNICATIONS ITALIA S.p.A.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions of Italian Lire)
(Unaudited)
Three months ended
August 31, 1994
Cash flows from operating activities
Net Income 6,158
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation & Amortization 1,800
Provision for severance indemnity 372
Equity pickup in affiliate (3,382)
Minority interest (36)
Changes in assets and liabilities:
Increase in marketable securities (18,424)
Decrease in accounts receivable 43,360
Increase in inventory (2,567)
Increase in prepaid expenses, deferred
charges and other assets (5,230)
Decrease in accounts payable (9,497)
Decrease in due to parent, accrued expenses
and other liabilities (18,611)
Foreign currency transaction gain 261
__________
Net cash used in operating activities Lit (5,796)
__________
Cash flows from investing activities
Capital expenditures and other (1,136)
Proceeds from sale of fixed assets 2,470
Acquisition of minority interest of subsidiaries 38
__________
Net cash provided by investing activities 1,372
__________
Cash flows from financing activities
Long-term borrowing 0
Repayment of long-term borrowings (1,780)
__________
Net cash (used in) financing activities (1,780)
__________
Effect of exchange rate changes on cash 904
__________
Net decrease in cash (5,300)
Cash and cash equivalents at beginning of period 35,477
__________
Cash and cash equivalents at end of period Lit 30,177
==========
Supplemental schedule of cash flow information
Interest paid 1,852
Income taxes paid (1,538)
See notes to condensed consolidated financial statements
MAXWELL COMMUNICATIONS ITALIA S.P.A.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions of Italian Lire)
(unaudited)
1. BACKGROUND AND BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying condensed consolidated financial statements
of Maxwell Communications Italia S.p.A and its subsidiaries
(collectively, the "Company" or MCI ) are unaudited. In the
opinion of management, all adjustments and intercompany
eliminations necessary for a fair presentation of the results
of operations have be made and were of a normal recurring
nature.
The Company together with its subsidiaries, produces and
distributes stickers, cards, sticker albums and self-adhesive
paper in Italy and abroad. The production process is
concentrated in Italy. The Company is 100% owned by Panini
Publishing International S.A. (PPI"), a Luxembourg company.
On September 8, 1992 all of the Company's capital stock was
acquired by PPI. The accompanying financial statements have
been prepared following accounting principles generally
accepted in the United States. The acquisition was accounted
for using the purchase method of accounting. The purchase
price was allocated to the assets and liabilities of the
Company based on their fair value at the acquisition date.
These interim condensed consolidated financial statements
should be read in conjunction with the MAY 31, 1994
consolidated financial statements and related notes thereto
contained of the Company s.
2. INVENTORIES
Inventories consist of:
Finished goods Lit 8,973
Work in process 2,875
Raw materials 10,348
________
Lit 22,196
========
3. SUBSEQUENT EVENT
On August 31, 1994, pursuant to the Stock Purchase Agreement
by and among PPI, Istituto Geografico De Agostini S.p.A.,
Bain Gallo Cuneo Capital Investments S.p.A., Killawlan Ltd.
and Cabra International Ltd., Marvel Comics Italia S.r.L. and
Marvel Entertainment Group, Inc., Marvel Italia acquired 100%
of the equity interest of MCI, the holder of all the equity
of Panini S.r.L. The aggregate purchase price for 100% of
the equity of MCI was Lit 251,500. The acquisition will be
accounted for using the purchase method of accounting with
effect from September 1, 1994. Marvel Italia is owned 99.95%
by Marvel Entertainment Group, Inc., a USA company and .05%
by Marvel Comics Limited, a UK company.
